{"id":43417,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/fy2011-long-term-incentive-plan-symantec.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"fy2011-long-term-incentive-plan-symantec","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/fy2011-long-term-incentive-plan-symantec.html","title":{"rendered":"FY2011 Long Term Incentive Plan – Symantec"},"content":{"rendered":"

FY2011 Long Term Incentive Plan
\n(LTIP)<\/strong><\/p>\n

This Long Term Incentive Plan (“LTIP”) of Symantec Corporation (“Symantec” or
\nthe “Company”) is effective as of April 3, 2010. The Board of Directors reserves
\nthe right to alter or cancel all or any portion of the LTIP for any reason at
\nany time.<\/p>\n

\n

\n

FY2011 Long Term Incentive Plan<\/strong><\/p>\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Purpose:<\/p>\n<\/td>\n

<\/td>\n\n

Provide critical focus on specific, measurable corporate goals and provide
\nperformance-based compensation based upon the level of attainment of such goals
\nand ensure retention of key executives of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amount:<\/p>\n<\/td>\n

<\/td>\n\n

LTIP target cash payments (“LTIP Payments”) will be determined and approved
\nby the Compensation Committee of the Company153s Board of Directors (the
\n“Committee”), with input from the CEO and Chairman of the Board. LTIP Payments
\nwill be determined and paid based on the actual achievement of the performance
\nmetric set forth below against the target performance metric under the LTIP for
\nthe Company153s fiscal year ending April 2, 2011 in which Target LTIP Awards are
\ngranted under this LTIP (the “(Performance Period”). All LTIP Payments will be
\nsubject to the Company153s collection of applicable payroll taxes and
\nwithholdings, and the Participant will only receive the net amount remaining
\nafter such taxes and withholdings have been collected.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Eligibility:<\/p>\n<\/td>\n

<\/td>\n\n

Participants shall be at levels of senior vice president or above, and shall
\nbe recommended for eligibility by the CEO and the Chairman of the Board and
\napproved by the Committee prior to the end of the Performance Period
\n(individually, a “Participant” and, collectively, the “Participants”).
\nParticipants must be in an eligible position for at least 60 days before the end
\nof the Performance Period. Employees hired or promoted into an eligible position
\nwith less than 60 days remaining in the Performance Period will not be eligible
\nfor an LTIP Payment. The calculation of the LTIP Payment for a Participant that
\nbecomes eligible during the Performance Period will be pro-rated based on the
\nnumber of days the Participant is in an eligible position during the Performance
\nPeriod.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Service Requirement:<\/p>\n<\/td>\n

<\/td>\n\n

The long-term incentive will be measured at the end of the Performance Period
\nHowever, no Participant shall earn or accrue any right to the long-term
\nincentive based on the level of performance metric attained for the Performance
\nPeriod unless that individual remains in the continuous active employ of the
\nCompany (or any majority or greater owned subsidiary) through the last day of
\nthe second (2nd<\/sup>) fiscal year following the end of the Performance
\nPeriod (the Requisite Service Period”). Upon the completion of the Requisite
\nService Period, the incentive bonus earned on the basis of both the attained
\nperformance metric and the completed service period will be paid (the “Payment
\nDate”). However, any payment due under this LTIP is at the sole discretion of
\nthe Committee. A Participant (or any majority or greater owned subsidiary)
\nterminates for any reason before his or her completion of the Requisite Service
\nPeriod will not be eligible to receive the LTIP Payment or any prorated portion
\nthereof, except to the limited extent set forth below.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Metric:<\/p>\n<\/td>\n

<\/td>\n\n

The Company153s Operating Cash Flow achievement for the Performance Period
\nagainst target Operating Cash Flow for the Performance Period will be used to
\ndetermine the eligibility for an LTIP Payment. “Operating Cash Flow” is
\ndetermined based on the Company153s budgeted cash flow and is equal to the
\noperating cash flow that is communicated to public investors via filings with
\nthe Securities and Exchange Commission, but Operating Cash Flow metric for the
\nPerformance Period shall in all events be established within the first ninety
\n(90) days of the Performance Period.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Achievement Schedule:<\/p>\n<\/td>\n

<\/td>\n\n

A 100% LTIP Payment will be paid to the Participant who completes the
\nRequisite Service Period if 100% of budgeted Operating Cash Flow is attained
\nwith respect to the Performance Period (the “Target LTIP Award”). The Target
\nLTIP Awards shall be set forth on a schedule approved by the Committee within 90
\ndays of the beginning of the Performance Period. A Participant who completes the
\nRequisite Service Period is eligible for 25% of the Target LTIP Award if at
\nleast 85% of budgeted Operating Cash Flow is attained with respect to the
\nPerformance Period and for 200% of the Target LTIP Award if at least 120% of
\nbudgeted Operating Cash Flow is attained with respect to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Performance Period. Achievement of budgeted Operating Cash Flow between 85%
\nand 200% will be prorated. Achievement of budgeted Operating Cash Flow shall be
\ncertified by the Committee (“Certification”) following the end of the
\nPerformance Period and prior to the Payment Date or any alternative date of
\npayment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Death Disability
\nInvoluntary
\nTermination:<\/p>\n<\/td>\n

<\/td>\n\n

If a Participant153s employment with the Company (or any majority or greater
\nowned subsidiary) terminates by reason of death, total and permanent disability
\nor an involuntary termination other than for cause (as defined below) after the
\nlast day of the Performance Period but prior to the completion of the Requisite
\nService Period, then that Participant shall be entitled to payment of a prorated
\nportion of the LTIP Payment that would have otherwise been payable to the
\nParticipant based on the actual level at which the Operating Cash Flow
\nperformance metric is attained, had he or she completed the Requisite Service
\nPeriod (the “Base Amount”). The prorated portion shall be calculated by
\nmultiplying the Base Amount by a fraction, the numerator of which is the number
\nof calendar months rounded up to the next whole month) the Participant was in
\nthe employ of the Company (or any majority or greater owned subsidiary) during
\nthe period commencing with the start of the Performance Period and ending with
\nhis or her termination date, and the denominator of which is thirty-six (36)
\nmonths. Such prorated amount shall be paid to the Participant on his or her
\ntermination date or as soon as administratively practicable thereafter, but in
\nno event later than the fifteenth (15th) day of the third (3rd) calendar month
\nfollowing such termination date. In no event, however, will any prorated LTIP
\nPayment be made to the Participant if the applicable Operating Cash Flow
\nperformance metric is not attained at a level at or above the 85% threshold
\nlevel or if the Participant voluntarily leaves the employ of the Company (or any
\nmajority or greater owned subsidiary) prior to the completion of the Requisite
\nService Period.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

For purposes of the foregoing, an individual will be deemed to have been
\ninvoluntarily terminated for cause, and thus ineligible for any prorated LTIP
\nPayment if such individual is discharged or dismissed from employment for one or
\nmore of the following reasons or actions:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(i) gross negligence or willful misconduct in the performance of duties to
\nthe Company (other than as a result of a disability) that has resulted or is
\nlikely to result in substantial and material damage to the Company, after a
\ndemand for substantial performance is delivered by the Company which
\nspecifically identifies the manner in which it believes the individual has not
\nsubstantially performed his\/her duties and provides the individual with a
\nreasonable opportunity to cure any alleged gross negligence or willful
\nmisconduct; (ii) commission of any act of fraud with respect to the Company or
\nits affiliates; or (iii) conviction of a felony or a crime involving moral
\nturpitude causing material harm to the business and affairs of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Leave of Absence:<\/p>\n<\/td>\n

<\/td>\n\n

In the event a Participant takes a leave of absence from the Company after
\nthe end of the Performance Period but prior to the completion of the Requisite
\nService Period, the type of leave and time away from the Company may be taken
\ninto consideration as the basis for a prorated LTIP Payment determined in the
\nsole discretion of the Committee, with any such prorated LTIP Payment to be
\nbased on such Participant153s period of active employment during the period
\ncommencing with the start of the Performance Period and ending with the last day
\nof the Requisite Service Period, but excluding the period of such leave of
\nabsence. Any such prorated amount shall be paid to the Participant on the
\nPayment Date or such earlier date as may be necessary to avoid a deferred
\ncompensation arrangement under Section 409A of the Internal Revenue Code. In no
\nevent, however, will any such prorated LTIP payment be made to the Participant
\nif the applicable Operating Cash Flow performance metric is not attained at a
\nlevel at or above the 85% threshold level.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exchange Rates:<\/p>\n<\/td>\n

<\/td>\n\n

Neither LTIP Payments nor Operating Cash Flow will be adjusted for any
\nfluctuating currency exchange rates.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Adjustments:<\/p>\n<\/td>\n

<\/td>\n\n

In the event of an accretive event, such as a stock buyback, or other events
\nthat might have an effect on the Operating Cash Flow, such as an acquisition or
\npurchase of products or technology, the Committee may at its discretion adjust
\nthe Operating Cash Flow to reflect the potential impact upon the Company153s
\nfinancial performance consistent with generally accepted accounting principals
\nand Accounting Principles Board Opinion No. 30.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Change of Control:<\/p>\n<\/td>\n

<\/td>\n\n

In the event of a Change of Control of the Company (as defined in the
\nCompany153s Executive Retention Plan) (i) all unpaid LTIP Payments for the
\nPerformance Period (where the Performance Period has been completed and
\nCertification has occurred prior to the Change of Control) and (ii) all Target
\nLTIP Awards for the Performance Period (where the Performance Period has not
\nbeen completed and Certification has not occurred prior to the Change of
\nControl) whether or not 100% budgeted Operating Cash Flow has been attained for
\nsuch Performance Period, shall be paid in full on the Change of Control.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LTIP Provisions:<\/p>\n<\/td>\n

<\/td>\n\n

This LTIP is adopted under the Symantec Senior Executive Incentive Plan as
\namended and restated as of September 22, 2008 and approved by Symantec153s
\nstockholders on September 22, 2008.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Participation in the LTIP does not guarantee participation in other or future
\nincentive plans. LTIP structures and participation will be determined on a
\nyear-to-year basis.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company153s Board of Directors reserves the right to alter or cancel all or
\nany portion of the LTIP for any reason at any time. The LTIP shall be
\nadministered by the Committee and the Committee shall have all powers and
\ndiscretion necessary or appropriate to administer and interpret the LTIP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company153s Board of Directors reserves the right to modify or amend this
\nLTIP or a Target LTIP Award under this LTIP with regard to Company performance
\nin light of events outside the control of management and\/or Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 409A:<\/p>\n<\/td>\n

<\/td>\n\n

The payment provisions are designed to qualify for the short-term deferral
\nexception to Section 409A of the Internal Revenue Code. Accordingly, for
\nParticipants who complete the Requisite Service Period requirement, the Payment
\nDate shall occur within two and one-half (21<\/sup>\/2) months following the
\ncompletion of the Requisite Service Period. For Participants who become entitled
\nto a prorated LTIP Payment upon the termination of their employment by reason of
\ndeath, disability or involuntary termination other than for cause, the payment
\nwill be made within two and one-half (21<\/sup>\/2) months following their
\ntermination date. LTIP Payments shall be payable solely from the general assets
\nof the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Restatement of
\nFinancial Results:<\/p>\n<\/td>\n

<\/td>\n\n

If the Company153s financial statements are the subject of a restatement due to
\nerror or misconduct, to the extent permitted by governing law, in all
\nappropriate cases, the Company will seek reimbursement of excess incentive cash
\ncompensation paid under the LTIP to Participants for the Performance Period
\ncovered by such financial statements. For purposes of this LTIP, excess
\nincentive cash compensation means the positive difference, if any, between (i)
\nthe LTIP Payment paid to each Participant and (ii) the LTIP Payment that would
\nhave been made to that Participant had the Operating Cash Flow performance
\nmetric been calculated based on the Company153s financial statements as restated.
\nThe Company will not be required to award any Participant an additional LTIP
\nPayment should the restated financial statements result in a higher LTIP
\nPayment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No Employment Rights:<\/p>\n<\/td>\n

<\/td>\n\n

A Participant153s employment with the Company shall be as an “at will”
\nemployee. Nothing in the LTIP shall either confer upon any Participant the right
\nto continue in the employ of the Company or interfere with or restrict in any
\nway the rights of the Company<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n<\/tr>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

to discharge or change the terms of employment (or of any employment
\nagreement) of any Participant at any time for any reason whatsoever, with or
\nwithout cause.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Governing Law:<\/p>\n<\/td>\n

<\/td>\n\n

This LTIP shall be governed by the laws of the State of California.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10632<\/contract-id>Asset Purchase Agreement – Support.com Inc.<\/contract-name><\/p>\n

ASSET PURCHASE AGREEMENT<\/strong><\/p>\n

\n

BY AND BETWEEN<\/strong><\/p>\n

\n

SDC SOFTWARE, INC.<\/strong><\/p>\n

\n

AND<\/strong><\/p>\n

\n

NICHOLAS SKREPETOS<\/strong><\/p>\n

\n

DATED AS OF JUNE 15, 2011<\/strong><\/p>\n

\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n

TABLE OF CONTENTS<\/strong><\/p>\n

\n

Page<\/u><\/strong><\/p>\n

\n\n\n\n\n\n
<\/td>\n\n

ARTICLE 1 DEFINITIONS1<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

1.1<\/p>\n<\/td>\n

\n

Capitalized Terms<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

1.2<\/p>\n<\/td>\n

\n

Construction<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ARTICLE 2 TRANSFER OF ASSETS7<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

2.1<\/p>\n<\/td>\n

\n

Transfer of Assets<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

2.2<\/p>\n<\/td>\n

\n

Delivery of Transferred Assets.<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

2.3<\/p>\n<\/td>\n

\n

Technology Retention<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

2.4<\/p>\n<\/td>\n

\n

Collateral Agreements<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

2.5<\/p>\n<\/td>\n

\n

Agreement to Perform Necessary Acts<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

2.6<\/p>\n<\/td>\n

\n

Assumed Liabilities<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

2.7<\/p>\n<\/td>\n

\n

Excluded Liabilities<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ARTICLE 3 CLOSING, PURCHASE PRICE AND PAYMENTS11<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

3.1<\/p>\n<\/td>\n

\n

Closing<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.2<\/p>\n<\/td>\n

\n

Deliveries at Closing<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

3.3<\/p>\n<\/td>\n

\n

Purchase Price<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.4<\/p>\n<\/td>\n

\n

Payment of Purchase Price<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

3.5<\/p>\n<\/td>\n

\n

Escrow Fund and Escrow Agreement<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.6<\/p>\n<\/td>\n

\n

Allocation of Purchase Price<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

3.7<\/p>\n<\/td>\n

\n

Transfer Taxes<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.8<\/p>\n<\/td>\n

\n

Expenses<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

3.9<\/p>\n<\/td>\n

\n

Withholding Taxes<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER14<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

4.1<\/p>\n<\/td>\n

\n

Qualification; Subsidiaries<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.2<\/p>\n<\/td>\n

\n

Authorization of Transactions<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.3<\/p>\n<\/td>\n

\n

Noncontravention<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.4<\/p>\n<\/td>\n

\n

Consents<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.5<\/p>\n<\/td>\n

\n

Ownership of the Business<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.6<\/p>\n<\/td>\n

\n

Financial Information<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.7<\/p>\n<\/td>\n

\n

Restrictions on Transactions or Business Activities<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.8<\/p>\n<\/td>\n

\n

Title of Properties; Absence of Liens and Encumbrances; Condition<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.9<\/p>\n<\/td>\n

\n

Intellectual Property<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.10<\/p>\n<\/td>\n

\n

Brokers153 and Finders153 Fees<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.11<\/p>\n<\/td>\n

\n

Transferred Contracts<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.12<\/p>\n<\/td>\n

\n

Complete Copies of Materials<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.13<\/p>\n<\/td>\n

\n

Transferred Assets<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.14<\/p>\n<\/td>\n

\n

Operational Licenses<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.15<\/p>\n<\/td>\n

\n

Litigation<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.16<\/p>\n<\/td>\n

\n

Employee Benefits<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

4.17<\/p>\n<\/td>\n

\n

Bulk Transfer Laws<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.18<\/p>\n<\/td>\n

\n

Compliance with Applicable Laws<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.19<\/p>\n<\/td>\n

\n

Business Practices<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.20<\/p>\n<\/td>\n

\n

Tax Matters<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

4.21<\/p>\n<\/td>\n

\n

Certain Relationships<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.22<\/p>\n<\/td>\n

\n

Product Warranties<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

4.23<\/p>\n<\/td>\n

\n

Accounts Receivable<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.24<\/p>\n<\/td>\n

\n

No Insolvency<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.25<\/p>\n<\/td>\n

\n

Disclosure<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.26<\/p>\n<\/td>\n

\n

Environmental<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER23<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

5.1<\/p>\n<\/td>\n

\n

Organization<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

5.2<\/p>\n<\/td>\n

\n

Authorization of Transaction<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

5.3<\/p>\n<\/td>\n

\n

Sufficient Cash Funds<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

ARTICLE 6 CONFIDENTIAL INFORMATION23<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

6.1<\/p>\n<\/td>\n

\n

Confidentiality of Agreement and Public Announcements<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

6.2<\/p>\n<\/td>\n

\n

Remedies<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ARTICLE 7 COVENANTS24<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

7.1<\/p>\n<\/td>\n

\n

Additional Documents and Further Assurances<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

7.2<\/p>\n<\/td>\n

\n

Tax Matters<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

7.3<\/p>\n<\/td>\n

\n

Delivery of Final Financial Information<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ARTICLE 8 SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
\nINDEMNIFICATION25<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

8.1<\/p>\n<\/td>\n

\n

Survival of Representations and Warranties<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.2<\/p>\n<\/td>\n

\n

Indemnification<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

8.3<\/p>\n<\/td>\n

\n

Source of Indemnification<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.4<\/p>\n<\/td>\n

\n

Indemnification Procedure<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

8.5<\/p>\n<\/td>\n

\n

Resolution of Conflicts; Arbitration.<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.6<\/p>\n<\/td>\n

\n

Third-Party Claims<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

8.7<\/p>\n<\/td>\n

\n

Limitations on Indemnity.<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.8<\/p>\n<\/td>\n

\n

Exclusive Remedy<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

ARTICLE 9 AMENDMENT AND WAIVER28<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

9.1<\/p>\n<\/td>\n

\n

Amendment<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

9.2<\/p>\n<\/td>\n

\n

Extension; Waiver<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ARTICLE 10 GENERAL28<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

10.1<\/p>\n<\/td>\n

\n

Notices<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

10.2<\/p>\n<\/td>\n

\n

Governing Law<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

10.3<\/p>\n<\/td>\n

\n

Forum and Venue<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

10.4<\/p>\n<\/td>\n

\n

Resolution of Conflicts; Arbitration<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

10.5<\/p>\n<\/td>\n

\n

Assignment<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

10.6<\/p>\n<\/td>\n

\n

No Third-Party Beneficiaries<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

10.7<\/p>\n<\/td>\n

\n

WAIVER OF JURY TRIAL<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

10.8<\/p>\n<\/td>\n

\n

Severability<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

10.9<\/p>\n<\/td>\n

\n

Entire Agreement<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

10.10<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

SCHEDULES<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Schedule 1.1(tt) Product Software<\/p>\n<\/p>\n

Schedule 1.1(aaa) Sites<\/p>\n<\/p>\n

Schedule 1.1(ddd) Tangible Assets<\/p>\n<\/p>\n

Schedule 1.1(kkk) Transferred Contracts<\/p>\n<\/p>\n

Schedule 1.1(lll) Transferred IP<\/p>\n<\/p>\n

Schedule1.1(mmm) Transferred Products<\/p>\n<\/p>\n

Schedule 1.1(nnn) Transferred Technology<\/p>\n<\/p>\n

Schedule 2.1(a)(xii) Other Transferred Assets<\/p>\n<\/p>\n

Schedule 2.1(b) Excluded Assets<\/p>\n<\/p>\n

Schedule 2.6(d) Assumed Liabilities<\/p>\n<\/p>\n

Schedule 2.7 Other Excluded Liabilities<\/p>\n<\/p>\n

Schedule 3.4 Wire Transfer Instructions<\/p>\n<\/p>\n

Schedule 3.5 Business Milestones<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

EXHIBITS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Exhibit A-1 Form of Seller Non-Competition and Non-Solicitation Agreement<\/p>\n<\/p>\n

Exhibit A-2 Form of Employee Non-Competition and Non-Solicitation Agreement\n<\/p>\n<\/p>\n

Exhibit B Disclosure Schedule<\/p>\n<\/p>\n

Exhibit C Escrow Agreement<\/p>\n<\/p>\n

Exhibit D General Assignment and Bill of Sale<\/p>\n<\/p>\n

Exhibit E Form of Assignment of Copyright, Trademarks, Patents<\/p>\n<\/p>\n

Exhibit F Form of Legal Opinion<\/p>\n<\/p>\n

Exhibit G Short-Term Lease of Existing Office Space<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n

ASSET PURCHASE AGREEMENT<\/strong><\/p>\n

\n

THIS ASSET PURCHASE AGREEMENT (this “Agreement<\/u>“), is made and entered
\ninto as of June 15, <\/strong>2011 by and between SDC Software, Inc., a
\nDelaware corporation, with a place of business at 1900 Seaport Boulevard, 3rd
\nFloor, Redwood City, CA 94063 (“Purchaser<\/u>“), and Nicholas Skrepetos, with
\na principal residence at 1185 Throne Drive, Eugene, OR 97402 (“Seller<\/u>“).
\nEach of Purchaser and Seller is referred to herein individually as a
\n“Party<\/u>,” and collectively as the “Parties<\/u>“.<\/p>\n<\/p>\n

RECITALS<\/p>\n

\n

A. Seller owns and operates the Business (as defined below).<\/p>\n<\/p>\n

B. Seller desires to sell, and Purchaser desires to purchase, all right,
\ntitle and interest of Seller in and to all of the assets of Seller related to,
\nuseful in or necessary to the Business, other than the Excluded Assets (as
\ndefined below), and Purchaser will assume only the Assumed Liabilities (as
\ndefined below), all upon the terms and subject to the conditions set forth
\nherein.<\/p>\n<\/p>\n

C. A portion of the consideration payable by Purchaser to Seller hereunder
\nshall be placed in escrow as security for certain obligations of Seller set
\nforth in this Agreement.<\/p>\n<\/p>\n

D. Concurrently with the execution and delivery of this Agreement, and as a
\nmaterial inducement to Purchaser to enter into this Agreement, (i) Nicholas
\nSkrepetos and each of the Designated Employees (as defined below) shall execute
\nand deliver to Purchaser an offer letter (the “Offer Letters<\/u>“) for
\nemployment with Purchaser to be effective immediately following the Closing (as
\ndefined below); (ii) Nicholas Skrepetos shall execute and deliver to Purchaser a
\nnon-competition and non-solicitation agreement in the form attached hereto as
\nExhibit A-1<\/u> (the “Seller Non-Competition and Non-Solicitation
\nAgreement<\/u>“); and (iii) each of the Designated Employees shall execute and
\ndeliver to Purchaser a non-competition and non-solicitation agreement in the
\nform attached hereto as Exhibit A-2<\/u> (the “Employee Non-Competition and
\nNon-Solicitation Agreement<\/u>“).<\/p>\n<\/p>\n

AGREEMENT<\/p>\n

\n

NOW, THEREFORE, in consideration of the covenants, promises, representations
\nand warranties set forth herein, and for other good and valuable consideration
\n(the receipt and sufficiency of which are hereby acknowledged by the Parties
\nhereto), intending to be legally bound hereby, the Parties hereto hereby agree
\nas follows:<\/p>\n<\/p>\n

ARTICLE 1<\/strong><\/p>\n

\n

DEFINITIONS<\/u><\/strong><\/p>\n

\n\n\n\n
\n

1.1<\/p>\n<\/td>\n

\n

Capitalized Terms<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The following capitalized terms shall have the meanings set forth below for
\npurposes of this Agreement and the schedules attached hereto (unless such terms
\nare otherwise defined in the schedules):<\/p>\n<\/p>\n

(a) “Actual Purchase Price Adjustment<\/u>” means an amount equal to (x)
\nthe Assumed Liabilities set forth on Schedule 2.6(d)<\/u>, less (y) Prepaid
\nExpenses, in each case as finally calculated pursuant to Section 7.3<\/u>;
\nprovided<\/em> that if the amount of the foregoing calculation is negative,
\nthe Actual Purchase Price Adjustment shall be deemed to equal zero.<\/p>\n<\/p>\n

(b) “Allocation<\/u>” has the meaning set forth in Section 3.6<\/u>.<\/p>\n<\/p>\n

(c) “Assumed Liabilities<\/u>” has the meaning set forth in Section
\n2.6<\/u>.<\/p>\n<\/p>\n

(d) “Books and Records<\/u>” means the books and records (in paper or
\nelectronic format) of the Business, including the sales records, reports on
\nsales and business performance, customer and end user lists and information,
\nincluding customer email addresses, supplier lists and information, Transferred
\nProduct records, distributor and other sales information, copies of Transferred
\nContracts, and copies of policies and procedures regarding marketing and
\ncustomer and end user support.<\/p>\n<\/p>\n

(e) “Business<\/u>” shall mean all of the operations, activities, services
\nand products of the SUPERAntiSpyware.com business operated by Seller, including
\nwithout limitation those relating to (i) the marketing and sales of anti-malware
\nand other software technology and products; (ii) the development of anti-malware
\nand other software technology and products; (iii) the provision of services and
\nsupport relating to anti-malware and other software technology and products, as
\nsuch operations and activities are currently conducted and proposed to be
\nconducted by Seller and as such services and products are currently offered and
\nproposed to be offered by Seller; and (iv) any other software or technology in
\nresearch, development or production as reflected in the books and records of the
\nBusiness including, but not limited to the source code vaults maintained by the
\nBusiness.<\/p>\n<\/p>\n

(f) “Closing<\/u>” has the meaning set forth in Section 3.1<\/u>.<\/p>\n<\/p>\n

(g) “Closing Date<\/u>” means the date on which the Closing occurs.<\/p>\n<\/p>\n

(h) “Code<\/u>” means the U.S. Internal Revenue Code of 1986, as amended.\n<\/p>\n<\/p>\n

(i) “Collateral Agreements<\/u>” has the meaning set forth in Section
\n2.4<\/u>.<\/p>\n<\/p>\n

(j) “Competing Business Purpose<\/u>” means any business (including
\nresearch and development), operations, activities and\/or services that are
\nrelated to software or services in the field of supporting, maintaining,
\nrepairing, installing, optimizing the performance of or securing a technology
\ndevice or software (such as, but not limited to, personal computers, tablets,
\nprinters, routers, home gateways, smart phones, gaming devices, digital cameras,
\nFacebook accounts or any other accounts that store personally identifiable
\ninformation, and music players); provided<\/em> that the foregoing shall not
\nbe deemed to include software or services the principal purpose of which is the
\ndevelopment or operation of websites, gaming applications, social networking
\napplications, instant messengers, audio and media applications, file and image
\nmanipulation applications, accounting applications, or word processing
\napplications, so long as the ancillary or indirect purpose of such software or
\nservices is not related to a Competing Business Purpose.<\/p>\n<\/p>\n

(k) “Consent<\/u>” means any consent, waiver, approval, permit, order or
\nauthorization of, or registration, declaration or filing with, any Person not a
\nparty to this Agreement.<\/p>\n<\/p>\n

(l) “Contract<\/u>” shall mean any note, bond, mortgage, indenture, lease,
\ncontract, purchase order, insertion order, terms of service or sale, binding
\nquote, covenant or other agreement, instrument or commitment, permit,
\nconcession, franchise or license, including any amendment or modifications made
\nthereto, whether oral or written.<\/p>\n<\/p>\n

(m) “Designated Employees<\/u>” means Don Fowler, Geoff Bullard and David
\nPrice.<\/p>\n<\/p>\n

(n) “Disclosure Schedule<\/u>” means the Disclosure Schedule dated as of
\nthe date hereof and attached hereto as Exhibit B<\/u>.<\/p>\n<\/p>\n

(o) “Employee<\/u>” means any current or former employee, contractor,
\nconsultant or advisor of the Business.<\/p>\n<\/p>\n

(p) “Employee Non-Competition and Non-Solicitation Agreement<\/u>” has the
\nmeaning set forth in the recitals hereto.<\/p>\n<\/p>\n

(q) “ERISA<\/u>” means the Employee Retirement Income Security Act of 1974,
\nas amended.<\/p>\n<\/p>\n

(r) “ERISA Affiliate<\/u>” means such subsidiary of Seller and any other
\nperson or entity under common control with Seller or any of its subsidiaries
\nwithin the meaning of Section 414(b), (c), (m) or (o) of the Code and the
\nregulations issued thereunder.<\/p>\n<\/p>\n

(s) “Escrow Agent<\/u>” means U.S. Bank, National Association.<\/p>\n<\/p>\n

(t) “Escrow Agreement<\/u>” means the Escrow Agreement to be executed and
\ndelivered prior to Closing by and among the Purchaser, Seller and the Escrow
\nAgent, attached hereto as Exhibit C<\/u>.<\/p>\n<\/p>\n

(u) “Escrow Fund<\/u>” has the meaning set forth in Section 3.5<\/u>.<\/p>\n<\/p>\n

(v) “Escrow Payment<\/u>” has the meaning set forth in Section 3.4<\/u>.\n<\/p>\n<\/p>\n

(w) “Escrow Period<\/u>” means the period commencing immediately after the
\nClosing and ending at 5:00 p.m. (California Time) on the date thirty (30) days
\nafter the expiration of the period which is eighteen (18) months after the
\nClosing.<\/p>\n<\/p>\n

(x) “Estimated Purchase Price Adjustment<\/u>” means an amount equal to (x)
\nthe Assumed Liabilities set forth on Schedule 2.6(d)<\/u>, less (y) Prepaid
\nExpenses, in each case as set forth in the Adjustment Certificate delivered to
\nPurchaser pursuant to Section 3.2(i)<\/u>; provided<\/em> that if the
\namount of the foregoing calculation is negative, the Estimated Purchase Price
\nAdjustment shall be deemed to equal zero.<\/p>\n<\/p>\n

(y) “Excluded Assets<\/u>” has the meaning set forth in Section
\n2.1(b)<\/u>.<\/p>\n<\/p>\n

(z) “Excluded Liabilities<\/u>” has the meaning set forth in Section
\n2.7<\/u>.<\/p>\n<\/p>\n

(aa) “Excluded Employee Liabilities<\/u>” means: (i) payments or
\nentitlements that Seller or its ERISA Affiliates may owe or have promised to pay
\nto Employees, including wages, other remuneration, holiday or vacation pay,
\nbonus, profit sharing, commission, pension contributions, taxes, and any other
\nrelated Liability; (ii) all payments with respect to the Employees that are due
\nto be paid on or prior to the Closing Date (including pension contributions,
\ninsurance premiums and taxation) to any third party in connection with the
\nemployment of any of the Employees; (iii) any claims or expectancies of any
\nEmployees following from their employment or consultancy with Seller or its
\nERISA Affiliates which have been incurred or accrued on or prior to the Closing
\nDate; and (iv) any other Liability related to the Employees or agents of Seller
\nor its ERISA Affiliates, whenever arising, in each case including WARN Act or
\nany similar law or statute, change of control, workers153 compensation, severance,
\nsalary, bonuses, COBRA benefits or other benefits or payments due under any
\nSeller Employee Plan, whether or not any such Employees shall accept employment
\nwith Purchaser in connection with the Transactions.<\/p>\n<\/p>\n

(bb) “Governmental Entity<\/u>” means any court, administrative agency or
\ncommission or other federal, state, county, local or other foreign governmental
\nauthority, instrumentality, agency or commission.<\/p>\n<\/p>\n

(cc) “Indemnified Party<\/u>” has the meaning set forth in Section
\n8.2<\/u>.<\/p>\n<\/p>\n

(dd) “Indemnifying Party<\/u>” has the meaning set forth in Section
\n8.2<\/u>.<\/p>\n<\/p>\n

(ee) “Intellectual Property Rights<\/u>” shall mean any or all of the
\nfollowing and all statutory and\/or common law rights throughout the world in,
\narising out of, or associated therewith: (i) all patents and applications
\ntherefor and all reissues, divisions, renewals, extensions, provisionals,
\nsubstitutions, continuations and continuations-in-part thereof (collectively,
\n“Patents<\/u>“); (ii) all inventions (whether patentable or not), invention
\ndisclosures and improvements, all trade secrets, proprietary information, know
\nhow and technology; (iii) all works of authorship, copyrights, mask works,
\ncopyright and mask work registrations and applications; (iv) all industrial
\ndesigns and any registrations and applications therefor; (v) all trade names,
\nlogos, trademarks and service marks, trademark and service mark registrations
\nand applications (collectively, “Trademarks<\/u>“); (vi) all databases and
\ndata collections (including knowledge databases, customer lists and customer
\ndatabases); (vii) all rights in Software; (viii) rights to uniform resource
\nlocators, Web site addresses and domain names; (ix) any similar, corresponding
\nor equivalent rights to any of the foregoing; and (x) all goodwill associated
\nwith any of the foregoing.<\/p>\n<\/p>\n

(ff) “Knowledge<\/u>” or “Known<\/u>” shall mean, with respect to Seller,
\nthe knowledge of the Seller assuming that Seller shall have made due and
\ndiligent inquiry with respect to the applicable subject matter, including
\ninquiry of the Employees that would be reasonably expected to have knowledge of
\nthe matter.<\/p>\n<\/p>\n

(gg) “Legal Requirement<\/u>” means any constitution, act, statute, law,
\nordinance, treaty, rule, regulation or official interpretation of, or judgment,
\ninjunction, order, decision, decree, license, permit or authorization issued by,
\nany Governmental Entity.<\/p>\n<\/p>\n

(hh) “Liability<\/u>” shall mean any debt, liability, indebtedness, duty,
\nexpense, claim, deficiency, guaranty, endorsement or other obligation of any
\ntype (whether known or unknown, whether asserted or unasserted, whether matured
\nor unmatured, whether absolute or contingent, whether accrued or unaccrued,
\nwhether liquidated or unliquidated, whether incurred or consequential and
\nwhether due or to become due), including any liability for Taxes.<\/p>\n<\/p>\n

(ii) “Lien<\/u>” shall mean any mortgage, pledge, lien, security interest,
\ncharge, claim, equity, encumbrance, restriction on transfer, conditional sale or
\nother title retention device or arrangement (including a capital lease),
\ntransfer for the purpose of subjection to the payment of any indebtedness, or
\nrestriction on the creation of any of the foregoing, whether relating to any
\nproperty or right or the income or profits therefrom.<\/p>\n<\/p>\n

(jj) “Loss<\/u>” and “Losses<\/u>” has the meaning set forth in
\nSection 8.2<\/u>.<\/p>\n<\/p>\n

(kk) “Offer Letter<\/u>” has the meaning set forth in the recitals hereto.\n<\/p>\n<\/p>\n

(ll) “Officer153s Certificate<\/u>” has the meaning set forth in Section
\n8.4<\/u>.<\/p>\n<\/p>\n

(mm) “Open Source Materials<\/u>” has the meaning set forth in Section
\n4.9(h)<\/u>.<\/p>\n<\/p>\n

(nn) “Party<\/u>” and “Parties<\/u>” have the meaning set forth in the
\nintroductory paragraph hereto.<\/p>\n<\/p>\n

(oo) “Person<\/u>” means an individual, partnership, corporation, limited
\nliability company, association, joint venture, trust, unincorporated
\norganization or Governmental Entity.<\/p>\n<\/p>\n

(pp) “Personally Identifiable Information<\/u>” or “PII<\/u>” has the
\nmeaning set forth in Section 4.9(t)<\/u>.<\/p>\n<\/p>\n

(qq) “Prepaid Expenses<\/u>” means the prepaid expenses of the Business as
\nof 11:59 p.m., local time on the Closing Date.<\/p>\n<\/p>\n

(rr) “Privacy Policies<\/u>” has the meaning set forth in Section
\n4.9(t)<\/u>.<\/p>\n<\/p>\n

(ss) “Processing<\/u>” has the meaning set forth in Section 4.9(u)<\/u>.\n<\/p>\n<\/p>\n

(tt) “Product Software<\/u>” means all Software that is (i) included in or
\npart of any version of the Transferred Products, including the Software listed
\non Schedule 1.1(tt)<\/u> and all versions thereof, and including any Software
\nfrom which such Software was derived, or (ii) currently under development by or
\non behalf of the Business.<\/p>\n<\/p>\n

(uu) “Purchase Price<\/u>” has the meaning set forth in Section
\n3.3<\/u>.<\/p>\n<\/p>\n

(vv) “Purchaser<\/u>” has the meaning set forth in the introductory
\nparagraph hereto.<\/p>\n<\/p>\n

(ww) “Registered IP<\/u>” means all United States, international and
\nforeign: (i) patents and patent applications (including provisional
\napplications) or service marks; (ii) registered trademarks, applications to
\nregister trademarks, intent-to-use applications, or other registrations or
\napplications related to trademarks or service marks; (iii) registered copyrights
\nand applications for copyright registration; (iv) domain name registrations; and
\n(v) any other Intellectual Property Rights that are the subject of an
\napplication, certificate, filing, registration or other document issued, filed
\nwith, or recorded by any state, government or other public legal authority.<\/p>\n<\/p>\n

(xx) “Seller<\/u>” has the meaning set forth in the introductory paragraph
\nhereto.<\/p>\n<\/p>\n

(yy) “Seller Employee Plan<\/u>” shall mean any plan, program, policy,
\npractice, contract, agreement or other arrangement providing for compensation,
\nseverance, termination pay, deferred compensation, performance awards, stock or
\nstock-related awards, welfare benefits, retirement benefits, fringe benefits or
\nother Employee benefits or remuneration of any kind, whether written or
\nunwritten, funded or unfunded, formal or informal, including each “employee
\nbenefit plan” within the meaning of Section 3(3) of ERISA, which is or has been
\nmaintained, contributed to, or required to be contributed to, by Seller or any
\nof its ERISA Affiliates for the benefit of any of the Employees of the Business
\nor with respect to which Seller or any of its ERISA Affiliates has or may have
\nany liability or obligation.<\/p>\n<\/p>\n

(zz) “Seller Non-Competition and Non-Solicitation Agreement<\/u>” has the
\nmeaning set forth in the recitals hereto.<\/p>\n<\/p>\n

(aaa) “Sites<\/u>” shall mean all of the world wide web sites used in the
\nBusiness, including those located at the uniform resource locators set forth on
\nSchedule 1.1(aaa)<\/u>.<\/p>\n<\/p>\n

(bbb) “Software<\/u>” means any and all computer software and code,
\nincluding assemblers, applets, compilers, source code, object code, data
\n(including image and sound data), design tools and user interfaces, in any form
\nor format, however fixed. Software includes source code listings, comments, flow
\ndiagrams, and any other documentation in any form or format and user manuals.\n<\/p>\n<\/p>\n

(ccc) “Special Representations<\/u>” has the meaning set forth in
\nSection 8.1<\/u>.<\/p>\n<\/p>\n

(ddd) “Tangible Assets<\/u>” means all tangible assets, including
\nTechnology, related to, useful in or necessary to the Business, the material
\nitems of which are described on Schedule 1.1(ddd)<\/u>.<\/p>\n<\/p>\n

(eee) “Tax<\/u>” and “Taxes<\/u>” means (i) any and all federal, state,
\nlocal and foreign taxes, assessments, and other governmental charges, duties,
\nimpositions and liabilities, including taxes based upon or measured by gross
\nreceipts, income, profits, sales, use and occupation, and value-added, ad
\nvalorem, transfer, franchise, withholding, payroll, recapture, employment,
\nexcise and property taxes, together with all interest, penalties and additions
\nimposed with respect to such amounts; (ii) any liability for the payment of any
\namounts of the type described in clause (i) above as a result of being a member
\nof an affiliated, consolidated, combined or unitary group for any period; and
\n(iii) any liability for the payment of any amounts of the type described in
\nclause (i) or (ii) above as a result of any express or implied obligation to
\nindemnify any other Person or as a result of any obligations under any
\nagreements or arrangements with any other Person or entity with respect to such
\namounts and including any liability for taxes of a predecessor entity.<\/p>\n<\/p>\n

(fff) “Tax Returns<\/u>” means all forms required to be filed with a taxing
\nauthority.<\/p>\n<\/p>\n

(ggg) “Technology<\/u>” means all technology, including all know-how,
\nshow-how, techniques, design rules, trade secrets, inventions (whether or not
\npatented or patentable), algorithms, routines, Software, files, databases, works
\nof authorship, processes, devices, prototypes, schematics, netlist, mask works,
\ntest methodologies, documentation, hardware development tools, any media on
\nwhich any of the foregoing is recorded, and any other tangible embodiments of
\nany of the foregoing.<\/p>\n<\/p>\n

(hhh) “Transactions<\/u>” means the transactions contemplated by this
\nAgreement and any agreements related to this Agreement.<\/p>\n<\/p>\n

(iii) “Transfer Taxes<\/u>” has the meaning set forth in Section
\n3.7<\/u>.<\/p>\n<\/p>\n

(jjj) “Transferred Assets<\/u>” has the meaning set forth in Section
\n2.1<\/u>.<\/p>\n<\/p>\n

(kkk) “Transferred Contracts<\/u>” means those Contracts listed on
\nSchedule 1.1(kkk)<\/u>, with any Transferred Contracts requiring a Consent
\nindicated thereon.<\/p>\n<\/p>\n

(lll) “Transferred IP<\/u>” means all Intellectual Property Rights owned by
\nSeller that are embodied by or would be infringed by the making, using, offering
\nfor sale, marketing, selling, servicing, supporting, importing or other
\nexploitation of the Transferred Products, the Product Software or the Web
\nContent, or by the operation of the Business, the material items of which are
\nlisted or described in Schedule 1.1(lll)<\/u>.<\/p>\n<\/p>\n

(mmm) “Transferred Products<\/u>” means the entire line of products and
\nservices offered by or relating to the Business, including without limitation
\nall versions of such products and services, and products and services under
\ndevelopment, and including the products listed on Schedule 1.1(mmm)<\/u>
\nhereto.<\/p>\n<\/p>\n

(nnn) “Transferred Technology<\/u>” shall mean all Technology owned by
\nSeller or that Seller has the right or authority to transfer that is related to,
\nuseful in or necessary to the Business (other than Technology used exclusively
\nin an Excluded Asset), including without limitation the Technology constituting
\nthe Transferred Products and the Web Content, and including all Technology
\nlisted on Schedule 1.1(nnn)<\/u>. To the extent that any Software constitutes
\nTransferred Technology, all versions and releases of such Software, and Software
\nfrom which such Software was derived shall be included as Transferred
\nTechnology.<\/p>\n<\/p>\n

(ooo) “Web Content<\/u>” shall mean all content that is or has been
\ndisplayed or available, or that has otherwise been prepared or developed to sell
\nor market the Transferred Products, on the Sites or on any third party153s web
\nsite.<\/p>\n<\/p>\n

1.2 Construction<\/u><\/p>\n<\/p>\n

For purposes of this Agreement, the Parties hereto agree that:<\/p>\n<\/p>\n

(a) whenever the context requires, the singular number will include the
\nplural, and vice versa, the masculine gender will include the feminine and
\nneuter genders, the feminine gender will include the masculine and neuter
\ngenders, and the neuter gender will include the masculine and feminine genders;\n<\/p>\n<\/p>\n

(b) the words “include” and “including,” and variations thereof, will not be
\ndeemed to be terms of limitation, but rather will be deemed to be followed by
\nthe words “without limitation”;<\/p>\n<\/p>\n

(c) all references in this Agreement to “Schedules,” “Sections” and
\n“Exhibits” are intended to refer to Schedules, Sections and Exhibits to this
\nAgreement, except as otherwise indicated;<\/p>\n<\/p>\n

(d) the headings in this Agreement are for convenience of reference only,
\nwill not be deemed to be a part of this Agreement, and will not be referred to
\nin connection with the construction or interpretation of this Agreement;<\/p>\n<\/p>\n

(e) each Party has been represented by counsel during the negotiation and
\nexecution of this Agreement and, therefore, each waives the application of any
\nlaw, regulation, holding or rule of construction providing that ambiguities in
\nan agreement or other document will be construed against the Party drafting such
\nagreement or document;<\/p>\n<\/p>\n

(f) nothing in the Disclosure Schedule shall be deemed an adequate disclosure
\nto a representation or warranty made herein unless the statements in the
\nDisclosure Schedule identifies the disclosure with particularity and indicates
\nthe Section and, if applicable, the Subsection of this Agreement to which such
\ndisclosure relates; and<\/p>\n<\/p>\n

(g) each representation, warranty and covenant herein shall have independent
\nsignificance so that if any Party has breached any representation, warranty or
\ncovenant in any respect, the fact that there exists another representation,
\nwarranty or covenant relating to the same subject matter (regardless of the
\nrelative levels of specificity) that the Party has not breached shall not
\ndetract from or mitigate the fact that the Party is in breach of the first
\nrepresentation, warranty or covenant.<\/p>\n<\/p>\n

ARTICLE 2<\/strong><\/p>\n

\n

TRANSFER OF ASSETS<\/u><\/strong><\/p>\n

\n

2.1 Transfer of Assets<\/u><\/p>\n<\/p>\n

(a) Transferred Assets<\/u>. At the Closing and subject to the terms and
\nconditions set forth in this Agreement, Seller shall sell, assign, transfer,
\nconvey and deliver to Purchaser good and valid title to the Transferred Assets
\nfree and clear of any and all Liens. For purposes of this Agreement and subject
\nto Section 2.1(b)<\/u>, “Transferred Assets<\/u>” means and includes all of
\nthe properties, rights, interests and other tangible and intangible assets
\n(wherever located and whether or not required to be reflected on a balance sheet
\nprepared in accordance with GAAP), of Seller related to, useful in or necessary
\nto the Business, other than the Excluded Assets. Without limiting the generality
\nof the foregoing, the Transferred Assets shall include the following:<\/p>\n<\/p>\n

(i) all accounts receivable of the Business and Prepaid Expenses;<\/p>\n<\/p>\n

(ii) the Books and Records;<\/p>\n<\/p>\n

(iii) the Transferred IP;<\/p>\n<\/p>\n

(iv) the Transferred Products, including all Product Software;<\/p>\n<\/p>\n

(v) the Tangible Assets;<\/p>\n<\/p>\n

(vi) all rights of Seller under the Transferred Contracts;<\/p>\n<\/p>\n

(vii) the Transferred Technology;<\/p>\n<\/p>\n

(viii) all marketing, promotional, marketing and advertising materials,
\nbrochures and presentations of the Business, including all advertising and web
\ncontent;<\/p>\n<\/p>\n

(ix) all Trademarks associated with the Business;<\/p>\n<\/p>\n

(x) the Sites and all rights thereto;<\/p>\n<\/p>\n

(xi) all goodwill associated with the Transferred Products and the Business;\n<\/p>\n<\/p>\n

(xii) any other assets, tangible or intangible, or rights of Seller related
\nto, useful in or necessary to the Business or the Transferred Products,
\nincluding those assets listed on Schedule 2.1(a)(xii)<\/u>; and<\/p>\n<\/p>\n

(xiii) all rights to recover past, present and future damages for the breach,
\ninfringement or misappropriation, as the case may be, of any of the foregoing,
\nand all claims and causes of action against third parties related to the
\nBusiness, including those related to the Transferred Assets.<\/p>\n<\/p>\n

(b) Excluded Assets<\/u>. Notwithstanding anything to the contrary, the
\nTransferred Assets shall not include those assets set forth on Schedule
\n2.1(b)<\/u> (the “Excluded Assets<\/u>“), except to the extent any Technology
\nor Intellectual Property Rights or other such assets may be related to, useful
\nin or necessary to the Business or the Transferred Products, in which case they
\nshall be and remain Transferred Assets. The parties acknowledge and agree that
\nthe Excluded Assets shall include, and the Transferred Assets shall not include,
\nthe real property used prior to Closing for Business operations (the
\n“Existing Office<\/u>“), and those personal assets of Seller and the employees
\nof the Business located in the Existing Office, provided that such assets are
\nnot related to, useful in or necessary to the Business.<\/p>\n<\/p>\n

2.2 Delivery of Transferred Assets<\/u><\/p>\n<\/p>\n

(a) At the Closing, Seller shall, at Seller153s sole cost, in the manner and
\nform, and to the locations, reasonably specified by Purchaser, (i) deliver to
\nPurchaser or other entity designated by Purchaser, all of the Transferred
\nAssets, (ii) in the case of the Transferred IP or other intangible assets,
\ndeliver such instruments as are necessary or desirable to document and to
\ntransfer title to such assets from Seller to Purchaser in accordance with
\nSection 2.4<\/u> below, and (iii) deliver to Purchaser fully-executed,
\ncomplete and accurate originals of all of the Transferred Contracts, or, to the
\nextent originals are not available, fully-executed, complete and accurate copies
\nof all of the Transferred Contracts. Without limiting the foregoing, Seller
\nshall deliver to Purchaser at the Closing, by electronic transmission in a
\nmanner specified by Purchaser, all Transferred Assets contained in electronic
\nform, including source code, object code, source documentation and all other
\nrelated materials for Transferred Assets. For clarification, Purchaser shall
\nbear the costs associated with preparation, filing and processing of
\ndocumentation and instructions necessary to transfer the Transferred Assets
\npursuant to this Agreement, subject to Section 3.8<\/u> below.<\/p>\n<\/p>\n

(b) To the extent that Purchaser cannot be granted possession by Seller of
\ncertain Tangible Assets as of the Closing Date, the transfer of possession will
\nbe substituted by an agreement that those assets shall be held by Seller for and
\non behalf of Purchaser until such time as Purchaser is granted possession
\nthereof. During that period, Seller shall bear all risk of loss with respect to
\nthose Tangible Assets.<\/p>\n<\/p>\n

2.3 Technology Retention<\/u><\/p>\n<\/p>\n

Following the Closing, Seller shall not retain copies of any of the Product
\nSoftware or other Technology included in the Transferred Assets, even if such
\nTransferred Assets are such that more than one copy may exist. Seller hereby
\nwaives, solely for the benefit of Purchaser and its subsidiaries and affiliates,
\nany rights to which Seller is entitled under any employee confidential
\ninformation and invention assignment agreement or similar Contract or arising
\nunder applicable law with respect to the subject matter thereof.<\/p>\n<\/p>\n

2.4 Collateral Agreements<\/u><\/p>\n<\/p>\n

Without limiting the foregoing, at the Closing, Seller shall deliver to
\nPurchaser, duly executed by Seller: (a) a General Assignment and Bill of Sale
\nsubstantially in the form of Exhibit D<\/u> hereto; (b) assignments of the
\nTransferred IP in forms acceptable to Purchaser and otherwise suitable for
\nfiling in all relevant jurisdictions and governmental offices, including an
\nassignment of copyright, and trademarks, and patents substantially in the form
\nof Exhibit E<\/u>; and (c) such other good and sufficient instruments of
\nconveyance, assignment and transfer, in form and substance acceptable to
\nPurchaser, as shall be effective to vest in Purchaser good and valid title in
\nand to the Transferred Assets (the instruments referred to in clauses (a), (b)
\nand (c) being collectively referred to herein as the “Collateral
\nAgreements<\/u>“).<\/p>\n<\/p>\n

2.5 Agreement to Perform Necessary Acts<\/u><\/p>\n<\/p>\n

To the extent reasonably necessary, following the Closing and without
\ndemanding further consideration therefor, Seller shall, and shall use his good
\nfaith best efforts to cause the Employees and agents (including any named
\ninventors on any Patents included in the Transferred Assets) of the Business to,
\nprovide Purchaser with reasonable access to relevant information, to provide
\nPurchaser with reasonable cooperation and assistance in the enforcement or
\nprosecution of any Transferred IP and otherwise to execute and deliver such
\nother instruments and do and perform such other acts and things as may be
\nreasonably necessary or desirable for effecting completely the consummation of
\nthe Transactions. Assistance under this Section 2.5<\/u> may include
\nexecution, acknowledgment and recordation of specific assignments, oaths,
\ndeclarations and other documents on a jurisdiction-by-jurisdiction and\/or a
\ncountry-by-country basis and such other instruments of sale, transfer,
\nconveyance, and assignment as Purchaser or its counsel may reasonably request.\n<\/p>\n<\/p>\n

2.6 Assumed Liabilities<\/u><\/p>\n<\/p>\n

Upon the terms and subject to the conditions set forth herein, at the
\nClosing, Purchaser shall assume from Seller (and thereafter pay, perform,
\ndischarge or otherwise satisfy), the following Liabilities of the Business to
\nthe extent they arise from and after the Closing Date, and no others
\n(collectively, the “Assumed Liabilities<\/u>“):<\/p>\n<\/p>\n

(a) those executory obligations of Seller under the Transferred Contracts, in
\neach case solely on a going-forward basis from and after the Closing Date;<\/p>\n<\/p>\n

(b) warranty and support obligations under the standard terms and conditions
\nof sale, license and lease set forth in Section 4.22<\/u> of the Disclosure
\nSchedule for Transferred Products sold by the Business in the ordinary course
\nprior to Closing. For purposes of clarification, for purposes hereof, warranty
\nand support obligations shall not be deemed to include any obligations to
\nprovide returns or refunds to customers;<\/p>\n<\/p>\n

(c) the deferred revenue of the Business as of the Closing, notwithstanding
\nthat Seller has not historically carried deferred revenue on its books; and<\/p>\n<\/p>\n

(d) the Liabilities related to the Business specifically identified on
\nSchedule 2.6(d)<\/u>.<\/p>\n<\/p>\n<\/p>\n

The assumption of the Assumed Liabilities by Purchaser hereunder shall not
\nenlarge any rights of third parties under any contracts or agreements with
\nPurchaser or Seller or any of their respective affiliates.<\/p>\n<\/p>\n

2.7 Excluded Liabilities<\/u><\/p>\n<\/p>\n

Except for the Assumed Liabilities, Purchaser shall not assume or be
\nobligated to pay, perform, discharge or in any way be responsible for any
\nLiability of Seller, any related or affiliated Person or the Business (the
\n“Excluded Liabilities<\/u>“). Without limiting the foregoing, and
\nnotwithstanding anything in Section 2.6<\/u> to the contrary, the Assumed
\nLiabilities will not include and Purchaser will not assume any Liability of
\nSeller, any related or affiliated Person or the Business with respect to:<\/p>\n<\/p>\n

(a) any Liabilities of Seller under this Agreement and any agreement executed
\npursuant hereto or contemplated hereby;<\/p>\n<\/p>\n

(b) other than the Assumed Liabilities, any Liabilities in connection with,
\nresulting from or arising out of, directly or indirectly, the ownership of the
\nTransferred Assets or the operation of the Business on or prior to the Closing
\nDate, including (i) returns or refunds for any products or services sold by
\nSeller prior to Closing, whether or not related to the Transferred Products;
\n(iii) royalties or fees due for use or distribution of any products or services
\nsold by Seller prior to Closing, whether or not related to the Transferred
\nProducts; (iv) any failure to comply with data collection, e-commerce and
\nprivacy laws and regulations; and (v) any Liability of Seller or the Business
\narising out of violations of law, infringement of third party Intellectual
\nProperty Rights, actions or omissions of Seller or the Business, or breaches of
\nany agreement, contract, indenture, instrument, guarantee or other similar
\nagreement occurring on or prior to the Closing;<\/p>\n<\/p>\n

(c) any legal, accounting, brokerage, finder153s fees or other expenses, if
\nany, incurred by Seller or the Business in connection with this Agreement or the
\nconsummation of the Transactions;<\/p>\n<\/p>\n

(d) any Liabilities of Seller or the Business for borrowed money;<\/p>\n<\/p>\n

(e) any Liabilities with respect to Taxes of any nature for all periods (or
\nportions thereof) beginning on or prior to the Closing Date and any Taxes
\nrecognized or owed as a result of this Agreement or the consummation of the
\nTransactions;<\/p>\n<\/p>\n

(f) any Excluded Employee Liabilities;<\/p>\n<\/p>\n

(g) claims for injury to person or property regardless of when made or
\nasserted, which relate to the products and services sold or delivered by the
\nBusiness prior to Closing; specifically, and without limiting the generality of
\nthe foregoing, Purchaser expressly does not assume or agree to pay or be
\nresponsible for claims, whether foreseeable or unforeseeable, based on successor
\nliability doctrines conceptualized under such rubrics as the “product line”,
\n“continuity of enterprise” or “de facto merger” doctrines; and<\/p>\n<\/p>\n

(h) any Liability of Seller or the Business with respect to the Excluded
\nAssets.<\/p>\n<\/p>\n

Seller agrees to satisfy all Liabilities with respect to the Excluded
\nLiabilities whether known at Closing or thereafter determined, as and when due,
\nand Seller shall indemnify and hold Purchaser harmless therefrom in accordance
\nwith Section 8.2<\/u>, as set forth herein.<\/p>\n<\/p>\n

ARTICLE 3 <\/strong><\/p>\n

\n

CLOSING, PURCHASE PRICE AND PAYMENTS<\/u><\/strong>\n<\/p>\n

\n

3.1 Closing<\/u><\/p>\n<\/p>\n

The closing (the “Closing<\/u>“) of the sale and purchase of the
\nTransferred Assets and all other Transactions contemplated to occur at the
\nClosing shall be deemed to take place at the offices of Seller, at 11:59 p.m.,
\nlocal time, on the date of this Agreement.<\/p>\n<\/p>\n

3.2 Deliveries at Closing<\/u><\/p>\n<\/p>\n

In addition to and in accordance with the obligations of Seller set forth
\nunder ARTICLE 2<\/u>, prior to or at the Closing, Seller shall deliver, or
\ncause to be delivered, to Purchaser:<\/p>\n<\/p>\n

(a) the Transferred Assets (including the Transferred Contracts, if any);<\/p>\n<\/p>\n

(b) fully-executed counterparts to the Collateral Agreements;<\/p>\n<\/p>\n

(c) copies of the Books and Records, and any filings and other documentation
\nrelevant to the Transferred Assets;<\/p>\n<\/p>\n

(d) fully-executed counterparts to the Escrow Agreement and such other
\ndocumentation as the Escrow Agent may reasonably request;<\/p>\n<\/p>\n

(e) written Consents for each Transferred Contract indicated as requiring
\nconsent on Schedule 1.1(kkk)<\/u> hereto;<\/p>\n<\/p>\n

(f) fully-executed counterparts to the Offer Letters and Purchaser153s standard
\nEmployment, Confidential Information and Invention Assignment Agreement (in form
\nand substance satisfactory to Purchaser) and such other documentation as is
\nrequired by Purchaser153s standard human resources policies, for Seller and each
\nof the Designated Employees;<\/p>\n<\/p>\n

(g) fully-executed counterpart to the Seller Non-Competition and
\nNon-Solicitation Agreement from Nicholas Skrepetos;<\/p>\n<\/p>\n

(h) a fully-executed counterpart to the Employee Non-Competition and
\nNon-Solicitation Agreement from each of the Designated Employees;<\/p>\n<\/p>\n

(i) a certificate executed by Seller setting forth the estimated Assumed
\nLiabilities set forth on Schedule 2.6(d)<\/u> and estimated Prepaid Expenses,
\nin each case as of 11:59 p.m., local time on the Closing Date, a draft of which
\nshall have been delivered to Purchaser not less than three (3) business days
\nprior to Closing;<\/p>\n<\/p>\n

(j) a certificate executed by Seller, certifying as of the date of Closing
\nthat (i) the representations and warranties of Seller contained in this
\nAgreement and all Related Agreements to which Seller is a party are true and
\ncomplete; (ii) Seller has performed all covenants and agreements under this
\nAgreement and all Related Agreements to which Seller is a party required to be
\nperformed on or before the Closing Date; and (iii) no material adverse change
\nshall have occurred with respect to the Business or the Transferred Assets;<\/p>\n<\/p>\n

(k) legal opinion from Gleaves Swearingen Potter & Scott LLP, legal
\ncounsel to Seller, substantially in the form attached hereto as Exhibit
\nF<\/u>;<\/p>\n<\/p>\n

(l) month-to-month lease with minimum six-month availability option to
\nPurchaser for existing office space, substantially in the form attached hereto
\nas Exhibit G<\/u>;<\/p>\n<\/p>\n

(m) evidence reasonably satisfactory to Purchaser that Seller has obtained,
\nand the Transferred Assets include, valid licenses for all copies of Microsoft
\nOffice 2007 and all operating system software used in the Business; and<\/p>\n<\/p>\n

(n) such other instruments and documents as shall be reasonably requested by
\nPurchaser in connection with this Agreement and the consummation of the
\nTransactions.<\/p>\n<\/p>\n

3.3 Purchase Price<\/u><\/p>\n<\/p>\n

In consideration of the sale, assignment and transfer of the Transferred
\nAssets, and subject to the terms and conditions set forth in this Agreement,
\nincluding Section 3.5<\/u> below, Purchaser will pay an amount (the
\n“Purchase Price<\/u>“) equal to (x) Eight Million Five Hundred Thousand
\nDollars ($8,500,000), less (y) the Actual Purchase Price Adjustment. In
\naddition, Purchaser shall assume the Assumed Liabilities. Purchaser shall have
\nno obligation to pay the Purchase Price or any other amount in the event the
\nClosing does not occur.<\/p>\n<\/p>\n

3.4 Payment of Purchase Price<\/u><\/p>\n<\/p>\n

(a) At the Closing, Purchaser shall (i) on behalf of Seller, deposit with the
\nEscrow Agent a portion of the Purchase Price equal to One Million Dollars
\n($1,000,000) (the “Escrow Payment<\/u>“); and (ii) pay to Seller by wire
\ntransfer, in cash, a portion of the estimated remaining amount of the Purchase
\nPrice equal to Seven Million Five Hundred Thousand Dollars ($7,500,000), less
\n(x) the Estimated Purchase Price Adjustment, less (y) $7,500 (the “Holdback
\nAmount<\/u>“), in accordance with the wire transfer instructions set forth on
\nSchedule 3.4<\/u>.<\/p>\n<\/p>\n

(b) Within the later of thirty (30) days following the Closing Date, and ten
\n(10) business days following the receipt by Purchaser of the final calculations
\nof the Assumed Liabilities set forth on Schedule 2.6(d)<\/u> and Prepaid
\nExpenses pursuant to Section 7.3<\/u>, Purchaser shall pay to Seller by wire
\ntransfer, in cash: (i) if the Actual Purchase Price Adjustment is less than or
\nequal to the Estimated Purchase Price Adjustment, an amount equal to the
\nHoldback Amount; and (ii) if the Actual Purchase Price Adjustment is greater
\nthan the Estimated Purchase Price Adjustment, an amount (not less than zero)
\nequal to the Holdback Amount, less the difference between the Actual Purchase
\nPrice Adjustment and the Estimated Purchase Price Adjustment.<\/p>\n<\/p>\n

3.5 Escrow Fund and Escrow Agreement<\/u><\/p>\n<\/p>\n

(a) The Escrow Payment, together with any accrued interest, will constitute
\nan escrow fund (the “Escrow Fund<\/u>“) and will be governed by the terms set
\nforth in ARTICLE 8<\/u> hereof and the Escrow Agreement. The Escrow Fund shall
\nbe available to compensate Purchaser for Losses incurred by the Indemnified
\nParties pursuant to the indemnification provisions set forth in ARTICLE 8<\/u>
\nhereof.<\/p>\n<\/p>\n

(b) In addition, pursuant to this Section 3.5(b)<\/u>, the Escrow Fund
\nshall be available to compensate Purchaser in the event of the failure of the
\nBusiness to achieve each of those four milestones set forth on Schedule
\n3.5<\/u> hereto (each, a “Milestone<\/u>” and collectively, the
\n“Milestones<\/u>“). If any of the Milestones are not achieved by the
\napplicable dates referenced in Schedule 3.5<\/u> as determined in good faith
\nby the Board of Directors of Purchaser, Purchaser may deliver a notice (the
\n“Milestone Notice<\/u>“) to Seller and the Escrow Agent at any time within
\nthirty (30) days of the expiration of the eighteen-month period following the
\nClosing Date, requesting that a portion of the Escrow Fund (the “Milestone
\nAdjustment Amount<\/u>“) be delivered from the Escrow Fund to Purchaser. The
\nMilestone Adjustment Amount shall be equal to Two Hundred Fifty Thousand Dollars
\n($250,000) multiplied by the number of Milestones that have not been achieved by
\nthe time required, up to a total amount equal to the Escrow Payment. Seller may
\nobject to such request by delivering written notice to Purchaser and the Escrow
\nAgent, specifying the basis for such objection within thirty (30) days following
\nreceipt by Seller of the Milestone Notice. If no such objection is made within
\nsuch 30-day period, the Escrow Agent shall deliver the Milestone Adjustment
\nAmount to Purchaser without any further action by any party. If Seller objects
\nwithin such 30-day period, the parties shall resolve such request and objection
\npursuant to the procedures set forth in Section 8.5 as if the notice constituted
\nan Officer153s Certificate thereunder. Any Milestone Adjustment Amount paid to
\nPurchaser shall be deemed an adjustment of the Purchase Price for all purposes.
\nIn addition, if Seller believes that a Milestone has been achieved by the
\napplicable date, Seller may deliver to Purchaser a written notice of completion
\n(the “Milestone Completion Notice<\/u>“) describing the Milestone and setting
\nforth in reasonable detail the factual basis for Seller153s belief that the
\nMilestone has been achieved. Purchaser shall have a period of not more than
\nthirty (30) business days from receipt of the Milestone Completion Notice to
\nreject the Milestone Completion Notice by delivering to Seller a written
\nrejection setting forth in reasonable detail the factual basis for Purchaser153s
\nbelief that the Milestone has not been achieved. If no such rejection is made
\nwithin such thirty (30) day period, the Milestone shall be for all purposes of
\nthis Agreement deemed achieved. If Purchaser rejects the Milestone Completion
\nNotice within such thirty (30) day period, Seller may elect to withdraw the
\nMilestone Completion Notice and subsequently provide a replacement Milestone
\nCompletion Notice after addressing Purchaser153s basis for rejection, or, if
\nSeller does not so elect, the parties shall resolve such request and objection
\npursuant to the procedures set forth in Section 8.5<\/u> as if the notice
\nconstituted an Officer153s Certificate thereunder. For purposes of clarification,
\nnone of the Escrow Fund shall be released to Seller upon the completion of any
\nMilestone prior to the Escrow Period Termination (as defined in the Escrow
\nAgreement), and the Escrow Fund shall remain available for purposes of
\nindemnification until such time pursuant to the terms hereof and the Escrow
\nAgreement.<\/p>\n<\/p>\n

3.6 Allocation of Purchase Price<\/u><\/p>\n<\/p>\n

Not later than 90 days following the Closing, Purchaser shall provide Seller
\nwith an allocation of the Purchase Price (the “Allocation<\/u>“). Such
\nAllocation shall be prepared in accordance with Section 1060 of the Code, or any
\nsuccessor thereto, and the regulations promulgated thereunder. The Allocation
\nshall be conclusive and binding upon the Parties for all tax purposes, and the
\nParties agree that all returns and reports (including IRS Form 8594) shall be
\nprepared in a manner consistent with (and the Parties shall not otherwise file a
\ntax return position inconsistent with) the Allocation unless required by the IRS
\nor any other applicable taxing authority.<\/p>\n<\/p>\n

3.7 Transfer Taxes<\/u><\/p>\n<\/p>\n

All sales, use, value-added, gross receipts, excise, registration, stamp
\nduty, transfer, documentary or other similar taxes or governmental fees
\n(“Transfer Taxes<\/u>“) imposed or levied against Seller or the Business by
\nreason of, in connection with or attributable to this Agreement and the
\nTransactions shall be borne solely by Seller.<\/p>\n<\/p>\n

3.8 Expenses<\/u><\/p>\n<\/p>\n

Except as otherwise provided herein, each Party shall be solely responsible
\nfor its own costs and expenses (including those of its employees and attorneys153
\nand other advisors153 fees) incurred in negotiating and consummating the
\nTransactions.<\/p>\n<\/p>\n

3.9 Withholding Taxes<\/u><\/p>\n<\/p>\n

Notwithstanding any other provision in this Agreement, Purchaser shall have
\nthe right to deduct and withhold Taxes from any payments to be made hereunder if
\nsuch withholding is required by law and to request any necessary Tax forms,
\nincluding Form W-9 or the appropriate series of Form W-8, as applicable, or any
\nsimilar information, from the direct or indirect recipients of payments
\nhereunder. To the extent that amounts are so withheld, such withheld amounts
\nshall be treated for all purposes of this Agreement as having been delivered and
\npaid to the recipient of the payment in respect of which such deduction and
\nwithholding was made. The foregoing notwithstanding, Purchaser shall withhold no
\nportion of the Purchase Price pursuant to this Section 3.9, unless required by
\napplicable Legal Requirements.<\/p>\n<\/p>\n

ARTICLE 4<\/strong><\/p>\n

\n

REPRESENTATIONS AND WARRANTIES OF
\nSELLER<\/u><\/strong><\/p>\n

\n

Seller represents and warrants to Purchaser, as qualified by such exceptions
\nas are specifically set forth in the Disclosure Schedule (referencing the
\nappropriate Section and paragraph numbers), as follows:<\/p>\n<\/p>\n

4.1 Qualification; Subsidiaries<\/u><\/p>\n<\/p>\n

(a) The Business is duly qualified or licensed to do business, to perform its
\nobligations under all Contracts by which it is bound and is in good standing in
\neach jurisdiction where the character of the properties owned, leased or
\noperated by it or the nature of its activities makes such qualification or
\nlicensing necessary. Section 4.1(a)<\/u> of the Disclosure Schedule lists each
\njurisdiction in which the Business is qualified to do business.<\/p>\n<\/p>\n

(b) The operations of the Business have not now and have never been conducted
\nunder any name other than SUPERAntiSpyware.com153 and SUPERAdBlocker.com.153<\/p>\n<\/p>\n

(c) Neither Seller nor the Business owns or controls, directly or indirectly,
\nany interest in any corporation, association or other business entity
\n(excluding, however: (i) any passive investment in less than 1% of the
\noutstanding shares of the capital stock of a publicly traded corporation that is
\nengaged in a Competing Business Purpose, provided that Seller is not otherwise
\nassociated with such corporation; and (ii) a passive investment in shares of the
\ncapital stock of a corporation, or other interest of a business entity, that is
\nnot engaged in a Competing Business Purpose and is not associated with any
\nentity engaged in a Competing Business Purpose). The Business is not a
\nparticipant in any joint venture, partnership or other arrangement involving
\njoint ownership of assets and sharing of profits.<\/p>\n<\/p>\n

4.2 Authorization of Transactions<\/u><\/p>\n<\/p>\n

Seller has all requisite power and authority to enter into this Agreement,
\nthe Escrow Agreement, the Collateral Agreements and any related agreements to
\nwhich he is a party and to consummate the Transactions. No further actions are
\nrequired on the part of Seller to authorize this Agreement, the Escrow Agreement
\nor the Collateral Agreements or any related agreements to which he is a party or
\nto consummate the Transactions. Seller does not need the approval of any other
\nPerson to approve this Agreement or the transactions contemplated hereby. This
\nAgreement, the Escrow Agreement, the Collateral Agreements and any related
\nagreements to which Seller is a party have been duly executed and delivered by
\nSeller and constitutes the valid and binding obligation of Seller, enforceable
\nin accordance with their terms, except as such enforceability may be subject to
\nthe laws of general application relating to bankruptcy, insolvency and the
\nrelief of debtors and rules of law governing specific performance, injunctive
\nrelief or other equitable remedies.<\/p>\n<\/p>\n

4.3 Noncontravention<\/u><\/p>\n<\/p>\n

The execution and delivery of this Agreement, the Escrow Agreement, the
\nCollateral Agreements and any related agreement by Seller does not, and the
\nperformance of this Agreement, the Escrow Agreement, the Collateral Agreements
\nand any related agreement by Seller will not, (a) conflict with or violate any
\nlaw, rule, regulation, order, judgment or decree applicable to Seller or the
\nBusiness or by which any of the properties of the Business is bound or affected,
\nor (b) result in any breach of or constitute a default (or an event that with
\nnotice or lapse of time or both would become a default) under, or impair the
\nrights of Seller or the Business or alter the rights or obligations of any third
\nparty under, or give to others any rights of termination, amendment,
\nacceleration or cancellation of, or result in the creation of a Lien on any of
\nthe Transferred Assets pursuant to, any Contract or other obligation to which
\nSeller is a party or by which the Business or the Transferred Assets are bound
\nor affected.<\/p>\n<\/p>\n

4.4 Consents<\/u><\/p>\n<\/p>\n

No Consent of any Governmental Entity or any third party is required by
\nSeller or the Business in connection with the execution and delivery of this
\nAgreement or any related agreements or the consummation of the Transactions,
\nexcept for those Transferred Contracts specifically noted as requiring consent
\non Schedule 1.1(kkk)<\/u> hereto.<\/p>\n<\/p>\n

4.5 Ownership of the Business<\/u><\/p>\n<\/p>\n

Seller is the sole owner of the Business, including the Transferred Assets.
\nNo Person other than Seller has any right to the revenue or profits, or is
\nliable for the debts, obligations and expenses, of the Business. For the
\navoidance of doubt, and without limiting the foregoing, Seller153s spouse has no
\ndirect or indirect legal or equitable ownership interest in the Business,
\nincluding the Transferred Assets, whether by virtue of an express ownership or
\nfinancial interest or by virtue of her marital relationship with Seller.<\/p>\n<\/p>\n

4.6 Financial Information<\/u><\/p>\n<\/p>\n

(a) Section 4.6<\/u> of the Disclosure Schedule sets forth the following
\nunaudited financial information: (i) sales bookings by month for the 2010
\ncalendar year and for the interim period beginning January 1, 2011 and ending
\nJune 13, 2011; (ii) the accounts receivable, prepaid expenses and accrued
\nliabilities of the Business as of June 13, 2011; and (iii) a profit and loss
\nstatement for the Business by month for the 2010 calendar year, prepared on the
\ncash basis (together, the “Business Financial Data<\/u>“). The Business
\nFinancial Data (i) are true and correct in all material respects and have been
\nprepared on a consistent basis throughout the periods indicated and consistent
\nwith each other, and (ii) present fairly the financial condition of the Business
\ninsofar as may be presented by such data, as of the dates and during the periods
\nindicated therein.<\/p>\n<\/p>\n

(b) The Business has no Liability of any type, whether accrued, absolute,
\ncontingent, matured, unmatured or other, except Liabilities which individually
\nor in the aggregate (i) have been set forth in Section 4.6<\/u> of the
\nDisclosure Schedule, or (ii) are executory obligations arising in the ordinary
\ncourse of business (and not as a result of the breach of any Contract identified
\nin the Disclosure Schedule).<\/p>\n<\/p>\n

4.7 Restrictions on Transactions or Business Activities<\/u><\/p>\n<\/p>\n

There is no agreement (noncompetition, field of use, most favored nation or
\notherwise), commitment, judgment, injunction, order or decree to which Seller is
\na party or which is otherwise binding upon Seller or relates to the Business or
\nthe Transferred Assets which has or reasonably could be expected to have the
\neffect of prohibiting or impairing (a) any practice of the Business, (b) any
\nacquisition of property (tangible or intangible) by Purchaser in connection with
\nthe operation of the Business or the Transferred Assets, (c) the conduct of the
\nBusiness or (d) the Transactions. Without limiting the foregoing, Seller has not
\nentered into any agreement under which the operations of the Business are
\nrestricted or which places any restrictions upon Seller with respect to selling,
\nlicensing or otherwise using or distributing any of the Transferred Products or
\nthe Transferred Technology to or providing services to, customers or potential
\ncustomers or any class of customers, in any geographic area, during any period
\nof time or in any segment of the market.<\/p>\n<\/p>\n

4.8 Title of Properties; Absence of Liens and Encumbrances; Condition<\/u>\n<\/p>\n<\/p>\n

Seller has good and valid title to all of the Transferred Assets, and the
\npower to sell, assign and transfer the Transferred Assets free and clear of any
\nLiens. At the Closing, Purchaser will obtain good and valid title to the
\nTransferred Assets, free and clear of all Liens. The Tangible Assets are in good
\ncondition and repair, subject to normal wear and tear. After the Closing,
\nPurchaser shall be able to use the Transferred Assets and exercise, and enjoy
\nthe benefits of, the Transferred Assets in substantially the same manner as
\nSeller prior to the Closing without infringing the rights of any third party.
\nThe Transferred Assets are usable for their intended purposes, are free from
\ndefects and conform in all material respects to all applicable statutes,
\nordinances and regulations relating to their development, use and operation.<\/p>\n<\/p>\n

4.9 Intellectual Property<\/u><\/p>\n<\/p>\n

(a) Section 4.9(a)<\/u> of the Disclosure Schedule lists all Transferred IP
\nthat is Registered IP. All such Registered IP is currently in compliance with
\nformal Legal Requirements (including payment of filing, examination and
\nmaintenance fees and proofs of use), is valid and enforceable, and is not
\nsubject to any unpaid maintenance fees or taxes or actions falling due within
\nninety (90) days after the Closing Date. There are no proceedings or actions
\nKnown to Seller before any court, tribunal (including the United States Patent
\nand Trademark Office or equivalent authority anywhere in the world) related to
\nany such Registered IP. Seller has not claimed any status in the application for
\nor registration of any Registered IP, including “small business status,” that
\nwould not be applicable to Purchaser.<\/p>\n<\/p>\n

(b) All schedules attached to this Agreement and listing or describing the
\nTransferred Products, the Transferred IP and the Transferred Technology are
\ncomplete and accurate.<\/p>\n<\/p>\n

(c) The Transferred IP constitutes all of the Intellectual Property Rights
\nthat are used in or necessary for the current or reasonably anticipated
\ncontinued operation of the Business or use of the Transferred Assets and for
\nPurchaser to sell, market, modify, develop, license, service, support, and
\nmaintain the Transferred Products after Closing. The Transferred Technology
\nconstitutes all of the Technology related to, used in or necessary for the
\ncurrent or reasonably anticipated continued operation of the Business or use of
\nthe Transferred Assets, and for Purchaser to sell, market, modify, develop,
\nlicense, support, service and maintain the Transferred Products after Closing.\n<\/p>\n<\/p>\n

(d) Seller does not own or have any interest in any Patents or other
\nRegistered IP other than the Patents and other Registered IP included in the
\nTransferred Assets. None of the Patents included in the Transferred Assets, or
\nany Patents related thereto, are subject to a terminal disclaimer.<\/p>\n<\/p>\n

(e) Each item of the Transferred Products, Product Software, Transferred IP
\nand Transferred Technology is free and clear of any Liens and any other
\nencumbrances. Seller owns exclusively, and has good and marketable title to, all
\nworks of authorship and all associated copyrights that are used or embodied in,
\nand all other Intellectual Property Rights in and to, the Transferred
\nTechnology, and no other Person has any other rights thereto. All Transferred
\nAssets shall be fully transferable and alienable by Purchaser.<\/p>\n<\/p>\n

(f) To the extent that any Transferred IP, Transferred Products, Product
\nSoftware or item of Transferred Technology was originally owned or created by or
\nfor any third party, including any Employee: (i) Seller has a written agreement
\nwith such third party or parties with respect thereto, pursuant to which Seller
\nhas obtained complete, unencumbered and unrestricted ownership and is the
\nexclusive owner of, all such Transferred Products, Transferred Technology,
\nProduct Software and Intellectual Property Rights by valid assignment or
\notherwise and has requested the waiver of all non-assignable rights, including
\nall moral rights; (ii) the transfers from Seller to Purchaser hereunder do not
\nviolate such third-party agreements; (iii) such third parties have not retained
\nand do not have any rights or licenses with respect to the Transferred IP,
\nTransferred Products, Product Software or Transferred Technology; and (iv) no
\nbasis exists for any third party to challenge or object to the Transactions. No
\nthird party who has licensed any Intellectual Property Rights to Seller has
\nownership rights or license rights to modifications or improvements made by
\nSeller in the technology embodying such Intellectual Property Rights.<\/p>\n<\/p>\n

(g) No Transferred Asset is subject to any proceeding or outstanding decree,
\norder, judgment, agreement or stipulation that restricts in any manner the use,
\ntransfer or licensing thereof or that may affect the validity, use or
\nenforceability of the Transferred Assets.<\/p>\n<\/p>\n

(h) Section 4.9(h)<\/u> of the Disclosure Schedule lists all software or
\nother material that is distributed as “free software”, “open source software” or
\nunder a similar licensing or distribution model (including the GNU General
\nPublic License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public
\nLicense (MPL), BSD license, the Artistic License, the Netscape Public License,
\nthe Sun Community Source License (SCSL) the Sun Industry Standards License
\n(SISL) and the Apache License) (collectively, “Open Source Materials<\/u>“)
\nand that has been used by or incorporated into any Transferred Product, Product
\nSoftware or Transferred Technology in any way and describes the manner in which
\nsuch Open Source Materials were used or incorporated (such description shall
\ninclude whether (and, if so, how) the Open Source Materials were modified and\/or
\ndistributed by Seller). Seller has not used Open Source Materials in any manner
\nthat would or could (i) require the disclosure or distribution in source code
\nform of any Transferred Product, Product Software or Transferred Technology,
\n(ii) require the licensing of any Transferred Product, Product Software or
\nTransferred Technology for the purpose of making derivative works, (iii) impose
\nany restriction on the consideration to be charged for the distribution of any
\nTransferred Product, Product Software or Transferred Technology, (iv) create, or
\npurport to create, obligations for Seller (or any successor) with respect to
\nIntellectual Property Rights owned by or purported to be owned by Seller or
\ngrant, or purport to grant, to any third party, any rights or immunities under
\nIntellectual Property Rights owned by or purported to be owned by Seller, or (v)
\nimpose any other limitation, restriction, or condition on the right of Seller to
\nuse or distribute any Transferred Product, Product Software or Transferred
\nTechnology. With respect to any Open Source Materials that are or have been used
\nby Seller in any way, Seller has been and is in compliance with all applicable
\nlicenses with respect thereto.<\/p>\n<\/p>\n

(i) Neither this Agreement nor the Transactions, including the assignment to
\nPurchaser, by operation of law or otherwise, of any Contracts to which Seller is
\na party, will result in (i) Purchaser granting to any third party any right to
\nor with respect to any Technology or Intellectual Property Rights owned by
\nPurchaser, (ii) Purchaser being bound by, or subject to, any non-compete or
\nother restriction on the operation or scope of its businesses, or (iii)
\nPurchaser being obligated to pay any royalties or other amounts to any third
\nparty.<\/p>\n<\/p>\n

(j) Section 4.9(j)<\/u> of the Disclosure Schedule lists all Contracts to
\nwhich Seller is a party (i) related to the licensing or acquisition of any third
\nparty Intellectual Property Rights or Technology related to or used in the
\nBusiness or incorporated into the Transferred Products, Product Software or
\nTransferred Technology, or (ii) related to the licensing or sale of any
\nTransferred IP other than non-exclusive object code-only licenses granted by
\nSeller in the ordinary course pursuant to Seller153s standard form of license
\nagreement attached to Section 4.9(j)<\/u> of the Disclosure Schedule. Seller
\nis not required to make or accrue any royalty or other payment to any third
\nparty in connection with the Business or any of the Transferred Assets.<\/p>\n<\/p>\n

(k) No third party possesses any copy of any source code for any Product
\nSoftware or other Software included in the Transferred Assets. As of the
\nClosing, Seller will have delivered to Purchaser, and Seller will not have
\nretained any copy of any source code for any Product Software or other Software
\nincluded in the Transferred Assets.<\/p>\n<\/p>\n

(l) Seller has taken all reasonable steps to protect Seller153s rights in the
\nconfidential information and trade secrets associated with, related to or
\nincluded in the Transferred Assets. To the Knowledge of Seller, no Person is
\ninfringing or misappropriating the Transferred IP, Transferred Technology,
\nTransferred Products or Product Software.<\/p>\n<\/p>\n

(m) Seller has and enforces a policy requiring each Employee to execute a
\nproprietary rights and confidentiality agreement substantially in the form set
\nforth in Section 4.9(m)<\/u> of the Disclosure Schedule. All Employees have
\nexecuted such an agreement assigning all of such Employees153 rights in and to the
\nTransferred Technology and the Transferred IP to Seller. The Transferred Assets
\ndo not include any inventions of any of the Employees made prior to their
\nemployment by the Business.<\/p>\n<\/p>\n

(n) The Transferred Products, the Product Software, and any other Technology
\nor Software included in the Transferred Assets prior to the Closing Date, did
\nnot, do not, and will not (i) infringe or misappropriate the Intellectual
\nProperty Rights of any other Person, (ii) violate the rights of any other Person
\n(including rights to privacy or publicity), or (iii) constitute unfair
\ncompetition or trade practices under the laws of any jurisdiction.<\/p>\n<\/p>\n

(o) Seller has not received notice from any Person claiming that the
\nTransferred Assets infringe, misappropriate or violate the Intellectual Property
\nRights or other rights of any Person or constitute unfair competition or trade
\npractices under the laws of any jurisdiction (nor does Seller have Knowledge of
\nany basis therefor).<\/p>\n<\/p>\n

(p) There are no Contracts between Seller and any other Person with respect
\nto Transferred IP or the Transferred Assets under which there is any dispute or
\nany threatened dispute regarding the scope of such Contract or performance under
\nsuch Contract.<\/p>\n<\/p>\n

(q) To the extent that Seller has distributed or licensed any Transferred
\nProduct to an end user pursuant to any form of encryption key: (i) Seller has a
\nwritten agreement with each such end user requiring such end user to protect the
\nconfidentiality of such key; (ii) Seller has delivered to Purchaser a true and
\ncomplete list of all third parties who have had access to any such keys; (iii)
\nno third party has had access to any such keys, except pursuant to clause (i)
\nabove; and (iv) Seller has delivered to Purchaser any such keys and the
\nTechnology to generate such keys and has not retained any such keys or such
\nTechnology.<\/p>\n<\/p>\n

(r) Seller has disclosed in writing to Purchaser all information relating to
\nany bugs, non-conformities or other problem or issue with respect to any of the
\nProduct Software, Transferred Products or Transferred Technology that does, or
\nmay reasonably be expected to, adversely affect the value, functionality or
\nfitness for the intended purpose of that Product Software, Transferred Product
\nor Transferred Technology. Without limiting the foregoing, there have been, and
\nare, no claims asserted against Seller related to the Transferred Products (or
\nany other product, Technology or service of Seller).<\/p>\n<\/p>\n

(s) Seller has taken reasonable steps and implemented reasonable procedures
\n(based on standard industry practices) to ensure that the Transferred Products
\nand the Product Software are free from viruses and other disabling codes.<\/p>\n<\/p>\n

(t) Section 4.9(t)<\/u> of the Disclosure Schedule contains a true and
\ncomplete description of the current and any prior privacy policy(ies) of the
\nBusiness related to “Personally Identifiable Information<\/u>” or
\n“PII<\/u>” (collectively, “Privacy Policies<\/u>“) concerning any
\nindividual, including but not limited to current, former or potential customers,
\nemployees, or agents. “Personally Identifiable Information<\/u>” or
\n“PII<\/u>” means any information that alone or in combination with other
\ninformation held by the Business, whether obtained online or offline, can be
\nused to specifically identify a person.<\/p>\n<\/p>\n

(u) The Privacy Policies and all other representations, marketing materials,
\nand advertisements that address privacy issues and the treatment of PII,
\naccurately and completely describe the information practices of the Business in
\nregard to PII that it collects, maintains, controls, stores, accesses,
\ntransfers, processes, uses or discloses (collectively, “Processing<\/u>“). The
\nBusiness has complied with the Privacy Policies, all applicable laws,
\nregulations, Contracts and other obligations related to processing of PII. The
\nBusiness has given all notices, made all disclosures, and obtained all necessary
\nconsents related to Processing of PII required by the Privacy Policies,
\napplicable laws, regulations and Contracts and no such notices, disclosures or
\nconsent requests have been inaccurate, misleading or deceptive. The Business has
\nnot collected any information online from children who it knows or has reason to
\nknow are under the age of 13 without verifiable parental consent or directed any
\nof its Sites153 content to children under the age of 13 through which such
\ninformation could be obtained.<\/p>\n<\/p>\n

(v) The Business has stored and maintained PII in a secure manner, using
\ncommercially reasonable physical, administrative and technical measures to
\nassure the integrity and security of the data and to prevent loss, alteration,
\ncorruption, misuse and unauthorized access to PII. All electronic or paper-based
\nrecords containing PII that the Business has sought to dispose of in the
\nordinary course of business have been destroyed or otherwise rendered
\nunretrievable or unusable. All third party access to PII has been subject to
\nconfidentiality requirements. There has been no unauthorized access to,
\nacquisition of, or disclosure of PII.<\/p>\n<\/p>\n

(w) The transfer of PII under this Agreement complies with all applicable
\nlaws and regulations relating to such transfer and with the Privacy Policies,
\nContracts and other obligations in regard to PII.<\/p>\n<\/p>\n

(x) Seller has not received any claims, notices or complaints regarding the
\ninformation practices and Processing of PII of the Business. Section
\n4.9(x)<\/u> of the Disclosure Schedule sets forth the privacy seal program
\n(e.g.<\/u>, TRUSTe, BBBOnline) in which the Business or the Sites is a member;
\nif any of them are a member of any such seal program, the Business and\/or the
\nSites, as applicable, are in compliance with the requirements of such program.\n<\/p>\n<\/p>\n

(y) The Business has completely and accurately described in the Privacy
\nPolicies, Contracts and other materials the use of cookies, web beacons and
\nother online tracking resources of the Business. The Business does not use such
\nresources to collect PII without obtaining the express consent of all
\nindividuals to whom such PII relates.<\/p>\n<\/p>\n

(z) The Business153 Processing of PII complies with the then-current version of
\nthe Payment Card Industry Data Security Standard.<\/p>\n<\/p>\n

4.10 Brokers153 and Finders153 Fees<\/u><\/p>\n<\/p>\n

Seller has not incurred, nor will Seller incur, directly or indirectly, any
\nliability for brokerage or finders153 fees or agents153 commissions or investment
\nbankers153 fees or any similar charges in connection with this Agreement or the
\nTransactions.<\/p>\n<\/p>\n

4.11 Transferred Contracts<\/u><\/p>\n<\/p>\n

The Transferred Contracts are all of the Contracts between Seller and any
\nthird party related to, or necessary for, the operation of the Business and the
\nTransferred Assets, and true and complete copies of all such Contracts have been
\ndelivered to Purchaser. Each Transferred Contract is in full force and effect
\nand Seller is not subject to any default thereunder, nor is any party obligated
\nto Seller pursuant to any such Transferred Contract subject to any default
\nthereunder. Seller has not breached, violated or defaulted under, nor received
\nnotice that they have breached, violated or defaulted under, any of the terms or
\nconditions of any Transferred Contract. Seller has obtained all necessary
\nconsents, waivers and approvals of parties to any Transferred Contract as are
\nrequired thereunder in connection with the Closing, or for any such Transferred
\nContract to remain in full force and effect without limitation, modification or
\nalteration after the Closing. Following the Closing, Purchaser will be permitted
\nto exercise all of the rights Seller had under the Transferred Contracts without
\nthe payment of any additional amounts or consideration.<\/p>\n<\/p>\n

4.12 Complete Copies of Materials<\/u><\/p>\n<\/p>\n

Seller has Seller has delivered true and complete copies of (i) all Tax
\nReturns filed with any taxing authority since January 1, 2009, including federal
\nincome Tax Returns for tax years 2008 and 2009, and the extension filed for the
\n2010 tax year; (ii) bank statements of the Business for the 2010 calendar year
\nand for the periods beginning on or after January 1, 2011 and ending on or prior
\nto May 16, 2011; and (iii) each other existing document that has been requested
\nin writing by Purchaser or its counsel.<\/p>\n<\/p>\n

4.13 Transferred Assets<\/u><\/p>\n<\/p>\n

The Transferred Assets comprise all of the tangible and intangible assets,
\nproperties and rights of every type and description (other than real property)
\nused in or reasonably necessary for the operation of the Business by Purchaser
\nfollowing the Closing in a manner consistent with its operation prior to
\nClosing, provided, however, that the Transferred Assets shall not include cash,
\nleaving the Business without cash as of Closing.<\/p>\n<\/p>\n

4.14 Operational Licenses<\/u><\/p>\n<\/p>\n

Section 4.14<\/u> of the Disclosure Schedule lists all permits, government
\napprovals, licenses, clearances and Consents necessary for the conduct of the
\nBusiness. Seller currently holds and has provided to Purchaser true and complete
\ncopies of all such permits, government approvals, licenses, clearances and
\nConsents.<\/p>\n<\/p>\n

4.15 Litigation<\/u><\/p>\n<\/p>\n

There is no action, suit, proceeding, claim, arbitration or any investigation
\npending or, to the Knowledge of Seller, threatened before any court or
\nadministrative agency against Seller that relates directly or indirectly to the
\nBusiness, any Transferred Asset or any Employee, or that questions the validity
\nof this Agreement, the Collateral Agreements, the Escrow Agreement or any
\nrelated agreements, or of any action taken or to be taken pursuant to or in
\nconnection with such agreements. There is no judgment, decree or order against
\nSeller or the Business, or any of the Transferred Assets.<\/p>\n<\/p>\n

4.16 Employee Benefits<\/u><\/p>\n<\/p>\n

(a) Section 4.16(a)<\/u> of the Disclosure Schedule contains a complete and
\naccurate list of the Employees as of the date hereof and shows with respect to
\neach such Employee (i) the Employee153s name, position held, all remuneration
\npayable and other benefits provided by Seller or which Seller is bound to
\nprovide (whether at present or in the future) to each such Employee, or any
\nperson connected with any such person, and includes, if any, particulars of all
\nprofit sharing, incentive and bonus arrangements to which Seller is a party,
\nwhether legally binding or not, (ii) the date of hire, (iii) vacation
\neligibility for the current calendar year, (iv) leave status (including type of
\nleave, expected return date for non-disability related leaves and expiration
\ndates for disability leaves), (v) visa status, and (vi) any Known or recorded
\nperformance issues (including any violations of ethical rules or codes of
\nconduct), incidents of violence or drug abuse, or criminal record of such
\nEmployee. Neither Seller nor the Business has any Employee Benefit Plan as
\ndefined in ERISA.<\/p>\n<\/p>\n

(b) No payment or benefit which will or may be made by Seller or its ERISA
\nAffiliates with respect to any Employee or any other “disqualified individual”
\n(as defined in Code Section 280G and the regulations thereunder) will be
\ncharacterized as a “parachute payment,” within the meaning of Section 280G(b)(2)
\nof the Code.<\/p>\n<\/p>\n

4.17 Bulk Transfer Laws<\/u><\/p>\n<\/p>\n

There are no current or past creditors of Seller to whom any law, rule or
\nregulation requires the delivery of notice or from whom any form of consent is
\nrequired in conjunction with undertaking the Transactions, and the “bulk
\ntransfer laws” of any state in which the Transferred Assets are located do not
\napply to the transfer of those Transferred Assets under this Agreement.<\/p>\n<\/p>\n

4.18 Compliance with Applicable Laws<\/u><\/p>\n<\/p>\n

(a) Seller, the Transferred Assets and the Business are in compliance with
\nall applicable Legal Requirements, including laws, statutes, codes, regulations,
\nstandards, guidelines, guidance documents, and directives or consents (including
\nconsent decrees and administrative orders) at any time in effect, including all
\napplicable regulations promulgated by the Federal Trade Commission and U.S.
\nBureau of Industry and Standards. No investigation or review by any Governmental
\nEntity or self-regulatory entity with respect to Seller is pending or, to the
\nKnowledge of Seller, threatened.<\/p>\n<\/p>\n

(b) Seller has obtained and has in effect all permits, licenses and other
\nauthorizations which are required with respect to the operation of the Business
\nand the ownership of the Transferred Assets. Seller is in full compliance with
\nall terms and conditions of such permits, licenses and authorizations, no
\nproceeding is pending or, to the Knowledge of Seller, threatened, to revoke or
\nlimit any thereof, and to the Knowledge of Seller there is no basis for any such
\nproceeding and the consummation of the Transactions will not result in the
\nnon-renewal, revocation or termination of any such license or permit.<\/p>\n<\/p>\n

(c) Seller is conducting and has conducted the export transactions of the
\nBusiness in accordance with all applicable export and re-export control laws of
\nthe United States and all applicable import\/export control laws in other
\ncountries in which the Business operates. Without limiting the foregoing:<\/p>\n<\/p>\n

(i) Seller has obtained, and is in compliance with, all export licenses,
\nlicense exceptions and other consents, notices, permits, waivers, approvals,
\norders, authorizations, registrations, declarations, classifications and filings
\nwith any Governmental Entity required for (A) the export and re-export of
\nproducts, services, software and technologies of the Business and (B) releases
\nof technologies and software to foreign nationals located in the United States
\nand abroad (“Export Approvals<\/u>“), and has performed classification reviews
\nof all of the Transferred Products.<\/p>\n<\/p>\n

(ii) There are no pending or, to the Knowledge of Seller, threatened claims
\nor legal actions against Seller alleging a violation of such Export Approvals or
\nthe export control laws of any Governmental Entity.<\/p>\n<\/p>\n

(iii) No Export Approvals are required by the consummation of the
\nTransactions.<\/p>\n<\/p>\n

4.19 Business Practices<\/u><\/p>\n<\/p>\n

Seller and, to the Knowledge of Seller, the Employees are in compliance with
\nthe U.S. Foreign Corrupt Practices Act, as amended, including the books and
\nrecords provisions thereof. Neither Seller nor any Person acting on Seller153s
\nbehalf has ever paid or delivered, or promised to pay or deliver, directly or
\nindirectly through any other Person, any monies or anything else of value to any
\ngovernment official or employee of any political party, for the purpose of
\nillegally or improperly inducing or rewarding any action by the official
\nfavorable to Seller.<\/p>\n<\/p>\n

4.20 Tax Matters<\/u><\/p>\n<\/p>\n

(a) Seller has prepared and timely filed all required Tax Returns for all
\nperiods ending on or prior to the Closing Date relating to any and all Taxes
\nconcerning or attributable to the Transferred Assets or the Business, and such
\nTax Returns are true and correct and have been completed in accordance with
\napplicable Legal Requirements.<\/p>\n<\/p>\n

(b) Seller has timely paid all Taxes required to be paid that are
\nattributable to the Transferred Assets or the Business and timely paid or
\nwithheld and paid over to the appropriate Governmental Entities with respect to
\nits Employees and other third parties all income taxes, social security and
\nnational insurance contributions and other Taxes required to be withheld.<\/p>\n<\/p>\n

(c) Purchaser shall not have any Liability, and shall not incur any loss,
\nexpense or cost, and none of the Transferred Assets are or shall be subject to
\nany Liens, by reason of any Taxes arising out of (i) the Business as conducted
\nby Seller prior to the consummation of the sale hereunder of the Transferred
\nAssets or (ii) any other operations or activities of Seller whether conducted
\nprior to the date hereof or hereafter.<\/p>\n<\/p>\n

(d) Seller has not executed any waiver of any statute of limitations on or
\nextending the period for assessment or collection of any Tax attributable to the
\nTransferred Assets or the Business.<\/p>\n<\/p>\n

4.21 Certain Relationships<\/u><\/p>\n<\/p>\n

No Employee (nor any immediate family member or affiliate of any Employee)
\nhas or has had, directly or indirectly, any financial interest in any Person
\nwith any contractual or business relationship with the Business, including any
\nparty to any of the Transferred Contracts.<\/p>\n<\/p>\n

4.22 Product Warranties<\/u><\/p>\n<\/p>\n

Each product manufactured, sold, leased, licensed or delivered by the
\nBusiness has been done so in material conformity with all applicable contractual
\ncommitments and all express and implied warranties, and Seller has no liability
\n(and there is no basis for any present or future action, suit, proceeding,
\nhearing, investigation, charge, complaint, claim, or demand against Seller
\ngiving rise to any liability) for replacement or repair thereof or other damages
\nin connection therewith other than warranty obligations, customer service,
\nupdates, upgrades and the like provided to users in the ordinary course of
\noperation of the Business pursuant to the standard terms and conditions of sale,
\nlicense and lease for the Business set forth in Section 4.22<\/u> of the
\nDisclosure Schedule. No product manufactured, sold, leased, distributed,
\nlicensed or delivered by Seller is subject to any guaranty, warranty, or other
\nindemnity beyond Seller153s applicable standard terms and conditions of sale,
\nlicense or lease or beyond that implied or imposed by applicable Legal
\nRequirements. Section 4.22<\/u> of the Disclosure Schedule includes copies of
\nthe standard terms and conditions of sale, license and lease for the Business.\n<\/p>\n<\/p>\n

4.23 Accounts Receivable<\/u><\/p>\n<\/p>\n

All receivables reflected on the Current Balance Sheet arose from goods
\nshipped or products sold or services rendered by the Business in the ordinary
\ncourse of business, are current and collectible in accordance with their terms
\nat their recorded amounts, subject only to the reserve for bad debts set forth
\non the face of the Current Balance Sheet, and no such receivable is subject to
\nany counterclaim or setoff.<\/p>\n<\/p>\n

4.24 No Insolvency<\/u><\/p>\n<\/p>\n

(a) There is not outstanding any:<\/p>\n<\/p>\n

(i) appointment of a receiver over the whole or part of the assets of Seller;\n<\/p>\n<\/p>\n

(ii) petition or order for administration of Seller under any federal or
\nstate bankruptcy, insolvency or similar law; or<\/p>\n<\/p>\n

(iii) voluntary arrangement between Seller and any of Seller153s creditors
\nunder any federal or state bankruptcy, insolvency or similar law.<\/p>\n<\/p>\n

(b) Seller is not deemed unable to pay his debts within the meaning of
\napplicable Legal Requirements. Seller is not now insolvent and will not be
\nrendered insolvent by the Transactions contemplated in this Agreement. As used
\nin this section, “insolvent” means that the sum of debts and other probable
\nliabilities of a party exceeds the present fair saleable value of such party153s
\nassets.<\/p>\n<\/p>\n

4.25 Disclosure<\/u><\/p>\n<\/p>\n

(a) No statement made by Seller in this Agreement or any of the agreements
\ncontemplated hereby, or the exhibits and schedules attached hereto or thereto or
\nin any certificate or schedule furnished or to be furnished by or on behalf of
\nSeller to Purchaser in connection with the Transactions contains any untrue
\nstatement of a material fact or omits to state a material fact necessary, in
\nlight of the circumstances under which it was or will be made, in order to make
\nthe statements contained herein or therein not misleading or necessary in order
\nto fully and fairly provide the information required to be provided in any such
\ndocument, certificate or schedule.<\/p>\n<\/p>\n

4.26 Environmental<\/u><\/p>\n<\/p>\n

The facilities used by the Business have all necessary environmental permits
\nand authorizations if and to the extent any are required by law; there has been
\nno release of hazardous materials or substances at or near such facilitites; and
\nthere are no pending enforcement, administrative actions or environmental claims
\nagainst the Seller relating to the Business.<\/p>\n<\/p>\n<\/p>\n

ARTICLE 5<\/strong><\/p>\n

\n

REPRESENTATIONS AND WARRANTIES OF
\nPURCHASER<\/u><\/strong><\/p>\n

\n

Purchaser represents and warrants to Seller as follows:<\/p>\n<\/p>\n

5.1 Organization<\/u><\/p>\n<\/p>\n

Purchaser is a corporation duly organized, validly existing and in good
\nstanding under the laws of the State of Delaware.<\/p>\n<\/p>\n

5.2 Authorization of Transaction<\/u><\/p>\n<\/p>\n

Purchaser has all requisite power and authority to execute and deliver this
\nAgreement, the Escrow Agreement and the Collateral Agreements to which it is a
\nparty and to perform its obligations hereunder and thereunder. The execution and
\ndelivery by Purchaser of this Agreement, the Escrow Agreement and the Collateral
\nAgreements to which it is a party and the consummation by Purchaser of the
\nTransactions have been duly and validly authorized by all necessary corporate
\naction on the part of Purchaser. This Agreement, the Escrow Agreement and the
\nCollateral Agreements to which it is a party have been duly and validly executed
\nand delivered by Purchaser and (assuming due authorization, execution and
\ndelivery by Seller) constitute valid and binding obligations of Purchaser.<\/p>\n<\/p>\n

5.3 Sufficient Cash Funds<\/u><\/p>\n<\/p>\n

Purchaser has available sufficient funds to enable it to pay the Purchase
\nPrice.<\/p>\n<\/p>\n

ARTICLE 6<\/strong><\/p>\n

\n

CONFIDENTIAL INFORMATION<\/u><\/strong><\/p>\n

\n

6.1 Confidentiality of Agreement and Public Announcements<\/u><\/p>\n<\/p>\n

(a) Seller acknowledges that included in the Transferred Assets are certain
\nTechnology, Intellectual Proprietary Rights and other confidential and\/or
\nproprietary information that have been used, and have commercial value, in the
\nBusiness and accordingly have been treated by Seller as confidential. All such
\ninformation, and all information regarding this Agreement and the Transactions
\n(collectively, the “Confidential Information<\/u>“), shall be kept
\nconfidential by Seller. On and after the Closing Date, Seller will keep in
\nstrictest confidence and trust all Confidential Information and Seller will not,
\nwithout Purchaser153s prior written consent, use or disclose any Confidential
\nInformation, except to the extent (i) necessary to comply with any Legal
\nRequirements in connection with Seller153s ownership or operation of the
\nTransferred Assets on or prior to the Closing Date, such as the filing of income
\ntax returns or reports or (ii) any of them become legally compelled (e.g., by
\noral questions, interrogatories, request for information or documents, subpoena,
\ncivil investigative demand or similar process) to disclose any of the
\nConfidential Information, in which case, Seller will provide Purchaser with
\nprompt written notice so that Purchaser may seek a protective order or other
\nappropriate remedy and\/or waive compliance with the provisions of this
\nSection 6.1(a)<\/u>. If such protective order or other remedy is not obtained
\nor Purchaser waives compliance with the provisions of this Section
\n6.1(a)<\/u>, Seller will furnish only that portion of the Confidential
\nInformation which is legally required.<\/p>\n<\/p>\n

(b) Except as provided in Section 6.1(c)<\/u>, each Party hereto agrees
\nthat this Agreement and every provision hereof shall be strictly confidential
\nand shall not be disclosed to any other person other than: (i) with the written
\nconsent of Purchaser; (ii) if it is required by Legal Requirements; (iii) if it
\nis made pursuant to existing contractual obligations; or (iv) if it is required
\nby any rule or regulation of any securities exchange or regulatory or
\ngovernmental body whether or not this has the force of law.<\/p>\n<\/p>\n

(c) Notwithstanding the foregoing, the confidentiality obligations set forth
\nin Section 6.1(b)<\/u> shall not prevent or restrict Purchaser in any way from
\n(i) announcing publicly or otherwise notifying third parties at any time that it
\nhas purchased the Transferred Assets (including notifying them of the amount of
\nthe Purchase Price) and introducing itself as successor or (ii) disclosing this
\nAgreement and the exhibits and schedules hereto and the terms hereof and thereof
\nfor purposes of complying with applicable securities laws or the rules of the
\nNasdaq National Market applicable to Purchaser or its affiliated entities.<\/p>\n<\/p>\n

6.2 Remedies<\/u><\/p>\n<\/p>\n

If any of the obligations set forth in Section 6.1<\/u> with respect to
\nconfidentiality or use of Confidential Information hereunder are breached,
\nPurchaser shall be entitled to seek equitable relief to protect its interest
\ntherein, including injunctive relief, as well as money damages.<\/p>\n<\/p>\n

ARTICLE 7 <\/strong><\/p>\n

\n

COVENANTS<\/u><\/strong><\/p>\n

\n

7.1 Additional Documents and Further Assurances<\/u><\/p>\n<\/p>\n

At any time or from time to time after the Closing, at Purchaser153s request
\nand without any further consideration, Seller shall: (a) execute and deliver to
\nPurchaser such other instruments of sale, transfer, conveyance, assignment and
\nconfirmation; (b) provide such materials and information; and (c) take such
\nother actions, as Purchaser may reasonably deem necessary or desirable in order
\nmore effectively to transfer, convey and assign to Purchaser, to confirm
\nPurchaser153s title to, all of the Transferred Assets, and, to the full extent
\npermitted by Legal Requirements, to put Purchaser in actual possession and
\noperating control of the Transferred Assets and to assist Purchaser in
\nexercising all rights with respect thereto, and otherwise for purposes of
\nfulfilling Seller153s obligations under this Agreement, the Escrow Agreement and
\nthe Collateral Agreements.<\/p>\n<\/p>\n

7.2 Tax Matters<\/u><\/p>\n<\/p>\n

(a) Seller Tax Returns<\/u>. Subject to Section 7.2(b)<\/u>, Seller will
\nprepare and file all Tax Returns for the Business (including Tax Returns
\nrequired to be filed after the Closing Date) to the extent such Tax Returns
\ninclude or relate to the operations of the Business or the use or ownership of
\nthe Transferred Assets on or prior to the Closing Date (the “Seller Tax
\nReturns<\/u>“). The Seller Tax Returns shall be true, complete and correct and
\nprepared in accordance with applicable Legal Requirements. Seller will make all
\npayments for Taxes required with respect to the Seller Tax Returns.<\/p>\n<\/p>\n

(b) Purchaser Tax Returns<\/u>. Purchaser will be responsible for the
\npreparation and filing of all Tax Returns it is required to file with respect to
\nPurchaser153s ownership or use of the Transferred Assets or its operation of the
\nBusiness following the Closing Date (the “Purchaser Tax Returns<\/u>“). The
\nPurchaser Tax Returns shall be true, complete and correct and prepared in
\naccordance with applicable Law. Purchaser will make all payments for Taxes
\nrequired with respect to the Purchaser Tax Returns.<\/p>\n<\/p>\n

(c) Property Taxes<\/u>. In the case of any real or personal property Taxes
\n(or other similar taxes) attributable to the Transferred Assets for which the
\ncorresponding Tax Returns cover periods both prior to and following the Closing,
\nPurchaser shall prepare such Tax Returns and make all payments required with
\nrespect to any such Tax Return; provided, however,<\/em> that Seller will
\nreimburse Purchaser concurrently therewith to the extent that any payment made
\nby Purchaser relates to any period on or prior to the Closing Date, prorated on
\na per diem basis.<\/p>\n<\/p>\n

7.3 Delivery of Final Financial Information<\/u><\/p>\n<\/p>\n

As promptly as practical but in any event within twenty (20) business days
\nfollowing the Closing, Seller shall deliver to Purchaser:<\/p>\n<\/p>\n

(a) the final calculations of (i) the Assumed Liabilities set forth on
\nSchedule 2.6(d)<\/u>, and (ii) Prepaid Expenses, in each case as of 11:59
\np.m., local time on the Closing Date;<\/p>\n<\/p>\n

(b) any updates to the sales bookings for the interim period beginning
\nJanuary 1, 2011 and ending June 15, 2011 set forth on Section 4.6<\/u> of the
\nDisclosure Schedule, together with detailed invoices and related data with
\nrespect to such sales bookings; and<\/p>\n<\/p>\n

(c) a profit and loss statement for the Business by month for the interim
\nperiod beginning January 1, 2011 and ending June 15, 2011, prepared on a cash
\nbasis consistent with the profit and loss statement set forth on Section
\n4.6<\/u> of the Disclosure Schedule and which shall present fairly the financial
\ncondition of the Business insofar as may be presented by such data, during the
\nperiods indicated therein.<\/p>\n<\/p>\n

In addition, Seller shall provide Purchaser all documents, records and work
\npapers and access to all personnel as Purchaser may reasonably request with
\nrespect to the foregoing.<\/p>\n<\/p>\n

ARTICLE 8 <\/strong><\/p>\n

\n

SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
\nINDEMNIFICATION<\/u><\/strong><\/p>\n

\n

8.1 Survival of Representations and Warranties<\/u><\/p>\n<\/p>\n

The representations and warranties of Seller contained in this Agreement, or
\nin any certificate or other instrument delivered pursuant to this Agreement,
\nshall survive the Closing and continue in full force and effect until and
\nterminate upon the end of the day on the date eighteen (18) months following the
\nClosing Date (the “Survival Date<\/u>“); provided<\/u>, however<\/u>, that
\nthe following representations and warranties (the “Special
\nRepresentations<\/u>“) shall survive for longer periods as follows: (a) the
\nrepresentations and warranties contained in this Agreement (including but not
\nlimited to Section 4.2<\/u> (Authorization of Transactions)), or in any
\ncertificate or other instrument delivered pursuant to this Agreement, with
\nrespect to due authorization to enter into this Agreement and complete the
\nTransactions shall survive indefinitely and not terminate; (b) the
\nrepresentations and warranties contained in Section 4.8<\/u> (Title of
\nProperties; Absence of Liens and Encumbrances; Condition), Section 4.9<\/u>
\n(Intellectual Property), Section 4.13<\/u> (Transferred Assets), Section
\n4.16<\/u> (Employee Benefits) and Section 4.20<\/u> (Tax Matters), shall
\nsurvive until the expiration of the applicable statutes of limitations; and (c)
\nin the event of fraud or the willful or intentional breach of a representation,
\nwarranty or covenant contained in this Agreement, or in any certificate or other
\ninstrument delivered pursuant to this Agreement, as applicable, such
\nrepresentation, warranty or covenant shall survive indefinitely and not
\nterminate. The representations and warranties of Purchaser contained in this
\nAgreement, or in any certificate or other instrument delivered pursuant to this
\nAgreement, shall terminate on the Survival Date. If a claim for indemnification
\nunder Section 8.2<\/u> arises on or before the Survival Date or other
\napplicable date of expiration and Purchaser delivers a notice of such claim no
\nlater than thirty (30) days after such date, then the claims contained in such
\nnotice shall survive for the benefit of all Indemnified Parties beyond the
\nSurvival Date or other applicable date of expiration until such claims are
\nsettled or otherwise resolved.<\/p>\n<\/p>\n

8.2 Indemnification<\/u><\/p>\n<\/p>\n

Seller and his successors and assigns (together, the “Indemnifying
\nParty<\/u>“) will indemnify and hold Purchaser and each of Purchaser153s
\nsubsidiaries and other affiliates, and their respective officers, directors,
\nemployees, agents and representatives (the “Indemnified Parties<\/u>“),
\nharmless against all claims, losses, liabilities, diminution in value, damages,
\ndeficiencies, interest, penalties, taxes, costs and expenses, including
\nreasonable attorneys153 fees and expenses of investigation and defense
\n(hereinafter individually a “Loss<\/u>” and collectively “Losses<\/u>“)
\npaid, sustained, incurred or accrued by the Indemnified Parties, directly or
\nindirectly, as a result of (a) any breach or inaccuracy of a representation or
\nwarranty of Seller contained in this Agreement or in any certificate,
\ninstrument, or other document delivered by Seller pursuant to this Agreement
\n(without, for purposes of determining the amount of any such Loss, giving effect
\nto any limitation as to “materiality,” “material adverse effect,” or similar
\nqualifications set forth therein); (b) any failure by Seller to perform or
\ncomply with any covenant applicable to Seller contained in this Agreement or any
\nagreement delivered by Seller pursuant to this Agreement, including without
\nlimitation Seller153s Non-Competition and Non-Solicitation Agreement as shown in
\nExhibit A-1<\/u>; (c) any Excluded Liabilities; (d) any failure of Seller to
\ncomply with any applicable bulk transfer or similar laws with respect to the
\nTransactions; (e) any amount by which the Actual Purchase Price Adjustment is
\ngreater than the Estimated Purchase Price Adjustment (if and to extent the
\nexcess is greater than the amount by which the Holdback Amount is reduced
\npursuant to Section 3.4(b)<\/u>), or any inaccuracy in the calculation of the
\nActual Purchase Price Adjustment based upon Purchaser153s review of the final
\ncalculations of the Assumed Liabilities set forth on Schedule 2.6(d)<\/u> and
\nPrepaid Expenses at any time following receipt of such amounts pursuant to
\nSection 7.3<\/u>.<\/p>\n<\/p>\n

8.3 Source of Indemnification<\/u><\/p>\n<\/p>\n

Subject to Section 8.7, the amount of any Losses shall be recoverable by
\nPurchaser either through recourse to the Escrow Fund or by proceeding against
\nthe Indemnifying Party directly, or a combination of the two, as may be
\ndetermined in Purchaser153s sole discretion. Notwithstanding the foregoing, in the
\ncase of fraud or intentional or willful breach of a representation, warranty or
\ncovenant of Seller contained in this Agreement or in any certificate,
\ninstrument, or other document delivered by Seller pursuant to this Agreement,
\nPurchaser may seek any remedy to which it is entitled under law or equity.<\/p>\n<\/p>\n

8.4 Indemnification Procedure<\/u><\/p>\n<\/p>\n

If an Indemnified Party seeks indemnification under this ARTICLE 8<\/u>,
\nPurchaser shall deliver an Officer153s Certificate to Seller and the Escrow Agent,
\nif the Escrow Period has not expired. Seller may object to such claim by
\ndelivering written notice to Purchaser (and the Escrow Agent, if the Escrow
\nPeriod has not expired) specifying the basis for such objection within thirty
\n(30) days following receipt by Seller of notice from Purchaser regarding such
\nclaim. If no such objection is made within such 30-day period, the Indemnified
\nParty may recover Losses without further consent or approval required of the
\nIndemnifying Party. For the purposes hereof, “Officer153s Certificate<\/u>”
\nshall mean a certificate signed by any officer of Purchaser (i) stating that an
\nIndemnified Party has paid, sustained, incurred or accrued, or in good faith
\nreasonably anticipates that it will pay, sustain, incur or accrue Losses, and
\n(ii) specifying in reasonable detail the individual items of Losses included in
\nthe amount so stated, the date each such item was paid, sustained, incurred or
\naccrued, or the basis for such anticipated liability.<\/p>\n<\/p>\n

8.5 Resolution of Conflicts; Arbitration<\/u>..<\/p>\n<\/p>\n

(a) If Seller shall object in writing to any claim or claims made in any
\nOfficer153s Certificate to recover Losses within thirty (30) days after delivery
\nof such Officer153s Certificate, Seller and Purchaser shall attempt in good faith
\nto agree upon the rights of the respective parties with respect to each of such
\nclaims. If Seller and Purchaser should so agree, a memorandum setting forth such
\nagreement shall be prepared and signed by both Parties, at which time the claim
\nshall be promptly paid, expensed or settled, as the case may be.<\/p>\n<\/p>\n

(b) If no such agreement can be reached after good faith negotiation and
\nprior to sixty (60) days after delivery of an Officer153s Certificate, Seller or
\nPurchaser may demand arbitration of the matter unless the amount of the Loss is
\nat issue in pending litigation with a third party, in which event arbitration
\nshall not be commenced until such amount is ascertained or both Parties agree to
\narbitration, and in either such event the matter shall be settled by arbitration
\nconducted pursuant to Section 10.4<\/u>.<\/p>\n<\/p>\n

(c) Arbitration under Section 10.4<\/u> shall apply to any dispute among
\nthe Indemnifying Party, on the one hand, and the Indemnified Parties, on the
\nother hand, under this ARTICLE 8<\/u> hereof, whether relating to claims upon
\nthe Escrow Fund or to the other indemnification obligations set forth in this
\nARTICLE 8<\/u>.<\/p>\n<\/p>\n

(d) The decision of the arbitrator or a majority of the three arbitrators, as
\nthe case may be, as to the validity and amount of any claim in such Officer153s
\nCertificate shall be final, binding, and conclusive upon the Parties to this
\nAgreement, including the Indemnifying Party and any Indemnified Party. Such
\ndecision shall be written and shall be supported by written findings of fact and
\nconclusions which shall set forth the award, judgment, decree or order awarded
\nby the arbitrator(s), and the Escrow Agent shall be entitled to rely on, and
\nmake distributions from the Escrow Fund in accordance with, the terms of such
\naward, judgment, decree or order, as applicable. Within 30 days of a decision of
\nthe arbitrator(s) requiring payment by one Party to another, such Party shall
\nmake the payment to such other Party, including any distributions out of the
\nEscrow Fund, as applicable.<\/p>\n<\/p>\n

8.6 Third-Party Claims<\/u><\/p>\n<\/p>\n

In the event Purchaser becomes aware of a third-party claim that Purchaser
\nreasonably believes may result in a demand for indemnification pursuant to
\nthis ARTICLE 8<\/u>, Purchaser shall notify Seller of such claim, and Seller
\nshall be entitled, at its expense, to participate in, but not to determine or
\nconduct, the defense of such claim. Purchaser shall have the right, in its sole
\ndiscretion, to conduct the defense of and settle any such claim;
\nprovided<\/u>, however<\/u>, that except with the consent of Seller, which
\nconsent may not be unreasonably withheld, no settlement of any such claim with
\nthird-party claimants shall be determinative of the amount of Losses relating to
\nsuch matter. In the event that Seller has consented to any such settlement, the
\nIndemnifying Party shall not have power or authority to object under any
\nprovision of this ARTICLE 8<\/u> to the amount of any claim by the Indemnified
\nParty against the Escrow Fund or the Indemnifying Party directly, as the case
\nmay be, with respect to such settlement.<\/p>\n<\/p>\n

8.7 Limitations on Indemnity<\/u>.<\/p>\n<\/p>\n

(a) Cap<\/u>. Subject to Section 8.7(b)<\/u>, the liability of the
\nIndemnifying Party for indemnification to the Indemnified Parties will be
\nlimited to the Escrow Fund whether or not the Survival Date has passed.<\/p>\n<\/p>\n

(b) Exceptions<\/u>. Notwithstanding anything herein to the contrary, the
\nlimitations set forth in Section 8.7(a)<\/u> will not apply to Losses which
\nresult from or are related to (i) fraud; (ii) willful breach of a
\nrepresentation, warranty or covenant contained in this Agreement or in any
\ncertificate or other instrument delivered pursuant to this Agreement; (iii) any
\nbreach of Section 4.2<\/u> (Authorization of Transactions), Section 4.5<\/u>
\n(Ownership of the Business), Section 4.6<\/u> (Financial Information),
\nSection 4.8<\/u> (Title of Properties; Absence of Liens and Encumbrances;
\nCondition); Section 4.9<\/u> (Intellectual Property), Section 4.13<\/u>
\n(Transferred Assets) and Section 4.20<\/u> (Tax Matters); or (iv) any Excluded
\nLiabilities, and the liability of the Indemnifying Party for indemnification of
\nLosses with respect to such matters shall not be limited in any manner under
\nthis Agreement. In addition, nothing herein shall limit the liability of Seller
\nfor any breach of any representation, warranty or covenant if the Closing does
\nnot occur, in which case Purchaser is entitled to any remedy available at law,
\nin equity or under this Agreement, including seeking in such relief or monetary
\ndamages for breaches of ARTICLE 6<\/u> hereof.<\/p>\n<\/p>\n

8.8 Exclusive Remedy<\/u><\/p>\n<\/p>\n

From and after the Closing Date, the remedies under this ARTICLE 8<\/u>
\nshall be the exclusive remedies of the Parties under this Agreement, other than
\nin the event of fraud or willful breach.<\/p>\n<\/p>\n

ARTICLE 9 <\/strong><\/p>\n

\n

AMENDMENT AND WAIVER<\/u><\/strong><\/p>\n

\n

9.1 Amendment<\/u><\/p>\n<\/p>\n

This Agreement may not be amended, modified, altered or supplemented other
\nthan by means of a written instrument duly executed and delivered on behalf of
\nSeller and Purchaser.<\/p>\n<\/p>\n

9.2 Extension; Waiver<\/u><\/p>\n<\/p>\n

At any time prior to the Closing, Purchaser or Seller may, to the extent
\nlegally allowed, extend the time for the performance of any of the obligations
\nof the other Party, or waive compliance with any of the agreements or conditions
\nfor the benefit of such Party contained herein. Any agreement on the part of a
\nParty hereto to any such extension or waiver shall be valid only if set forth in
\nan instrument in writing signed on behalf of such Party.<\/p>\n<\/p>\n

ARTICLE 10<\/strong><\/p>\n

\n

GENERAL<\/u><\/strong><\/p>\n

\n

10.1 Notices<\/u><\/p>\n<\/p>\n

Any notice or other communication required or permitted to be delivered to
\nany Party under this Agreement must be in writing and shall be deemed properly
\ndelivered, given and received when delivered (by hand, by registered mail, by
\ncourier or express delivery service or by facsimile) to the address or facsimile
\ntelephone number set forth beneath the name of such Party below (or to such
\nother address or facsimile telephone number as such Party may have specified in
\na written notice given to the other Party):<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

if to Purchaser:<\/p>\n<\/td>\n

\n

SDC Software, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1900 Seaport Boulevard, 3rd Floor<\/p>\n<\/p>\n

Redwood City, CA 94063<\/p>\n<\/p>\n

Attn: President<\/p>\n<\/p>\n

Facsimile:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

with a copy to:<\/p>\n<\/td>\n

\n

Hayden Bergman, Professional Corporation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

150 Post Street, Suite 650<\/p>\n<\/p>\n

San Francisco, CA 94108<\/p>\n<\/p>\n

Attn: Peter Bergman<\/p>\n<\/p>\n

Telephone: (415) 692-3310<\/p>\n<\/p>\n

Facsimile: (866) 409-3373<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

if to Seller:<\/p>\n<\/td>\n

\n

Nicholas Skrepetos<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1185 Throne Drive<\/p>\n<\/p>\n

Eugene, OR 97402<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

with a copy to:<\/p>\n<\/td>\n

\n

Gleaves Swearingen Potter & Scott LLP<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

975 Oak Street, Suite 800<\/p>\n<\/p>\n

Eugene, OR 97401<\/p>\n<\/p>\n

Attn: Ian T. Richardson<\/p>\n<\/p>\n

Telephone: (541) 686-8833<\/p>\n<\/p>\n

Facsimile: (541) 345-2034<\/p>\n<\/p>\n

10.2 Governing Law<\/u><\/p>\n<\/p>\n

This Agreement shall be governed in all respects by the laws of the United
\nStates of America and the State of Delaware as such laws apply to agreements
\nentered into and to be performed entirely within Delaware by residents of such
\nstate.<\/p>\n<\/p>\n

10.3 Forum and Venue<\/u><\/p>\n<\/p>\n

Each of the Parties hereto irrevocably consents to the exclusive jurisdiction
\nand venue of any court within San Francisco County, State of California, in
\nconnection with any matter based upon or arising out of this Agreement or the
\nmatters contemplated herein, agrees that process may be served upon them in any
\nmanner authorized by the laws of the State of California for such persons and
\nwaives and covenants not to assert or plead any objection which they might
\notherwise have to such jurisdiction, venue and such process. Each Party agrees
\nnot to commence any legal proceedings related hereto except in such courts.<\/p>\n<\/p>\n

10.4 Resolution of Conflicts; Arbitration<\/u><\/p>\n<\/p>\n

Any claim or dispute arising out of or related to this Agreement, or the
\ninterpretation, making, performance, breach or termination thereof, shall
\n(except as specifically set forth in this Agreement) be finally settled by
\nbinding arbitration in the County of San Francisco, California in accordance
\nwith the then current Commercial Arbitration Rules of the American Arbitration
\nAssociation and judgment upon the award rendered may be entered in any court
\nhaving jurisdiction thereof. The arbitrator(s) shall have the authority to grant
\nany equitable and legal remedies that would be available in any judicial
\nproceeding instituted to resolve a dispute.<\/p>\n<\/p>\n

(a) Selection of Arbitrators<\/u>. Such arbitration shall be conducted by a
\nsingle arbitrator chosen by mutual agreement of Purchaser and Seller.
\nAlternatively, at the request of either Party before the commencement of
\narbitration, the arbitration shall be conducted by three independent
\narbitrators, none of whom shall have any competitive interests with Purchaser or
\nSeller. Purchaser and Seller shall each select one arbitrator. The two
\narbitrators so selected shall select a third arbitrator.<\/p>\n<\/p>\n

(b) Discovery<\/u>. In any arbitration under this Section 10.4<\/u>, each
\nParty shall be limited to calling a total of three witnesses both for purposes
\nof deposition and the arbitration hearing. Subject to the foregoing limitation
\non the number of witnesses, the arbitrator or arbitrators, as the case may be,
\nshall set a limited time period and establish procedures designed to reduce the
\ncost and time for discovery while allowing the parties an opportunity, adequate
\nin the sole judgment of the arbitrator or majority of the three arbitrators, as
\nthe case may be, to discover relevant information from the opposing parties
\nabout the subject matter of the dispute. The arbitrator, or a majority of the
\nthree arbitrators, as the case may be, shall rule upon motions to compel or
\nlimit discovery and shall have the authority to impose sanctions for discovery
\nabuses, including attorneys153 fees and costs, to the same extent as a competent
\ncourt of law or equity, should the arbitrators or a majority of the three
\narbitrators, as the case may be, determine that discovery was sought without
\nsubstantial justification or that discovery was refused or objected to without
\nsubstantial justification.<\/p>\n<\/p>\n

(c) Decision<\/u>. The decision of the arbitrator or a majority of the
\nthree arbitrators, as the case may be, as to the validity and amount of any
\nclaim in such Officer153s Certificate shall be final, binding, and conclusive upon
\nthe parties to this Agreement. Such decision shall be written and shall be
\nsupported by written findings of fact and conclusions which shall set forth the
\naward, judgment, decree or order awarded by the arbitrator(s). Within 30 days of
\na decision of the arbitrator(s) requiring payment by one party to another, such
\nparty shall make the payment to such other party, including any distributions
\nout of the Escrow Fund, as applicable.<\/p>\n<\/p>\n

(d) Other Relief<\/u>. The parties to the arbitration may apply to a court
\nof competent jurisdiction for a temporary restraining order, preliminary
\ninjunction or other interim or conservatory relief, as necessary, without breach
\nof this arbitration provision and without abridgement of the powers of the
\narbitrator(s).<\/p>\n<\/p>\n

(e) Costs and Expenses<\/u>. The Parties agree that each Party shall pay
\nits own costs and expenses (including counsel fees) of any such arbitration, and
\neach Party waives its right to seek an order compelling the other Party to pay
\nits portion of its costs and expenses (including counsel fees) for any
\narbitration.<\/p>\n<\/p>\n

10.5 Assignment<\/u><\/p>\n<\/p>\n

This Agreement shall be binding upon and inure to the benefit of the Parties
\nnamed herein and their respective successors and permitted assigns. Purchaser
\nmay assign all of its assets, licenses and other rights acquired hereunder in
\ntheir entirety or in part after the Closing. This Agreement may not be assigned
\nby Seller.<\/p>\n<\/p>\n

10.6 No Third-Party Beneficiaries<\/u><\/p>\n<\/p>\n

This Agreement shall not confer any rights or remedies upon any Person other
\nthan the Parties hereto, and their respective successors and permitted assigns.\n<\/p>\n<\/p>\n

10.7 WAIVER OF JURY TRIAL<\/u><\/p>\n<\/p>\n

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
\nJURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
\nTORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS
\nOF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
\nHEREOF.<\/p>\n<\/p>\n

10.8 Severability<\/u><\/p>\n<\/p>\n

If, for any reason, a court of competent jurisdiction finds any provision of
\nthis Agreement, or portion thereof, to be invalid or unenforceable, such
\nprovision of this Agreement will be enforced to the maximum extent permissible
\nso as to effect the intent of the Parties, and the remainder of this Agreement
\nwill continue in full force and effect. The Parties agree to negotiate in good
\nfaith an enforceable substitute provision for any unenforceable provision that
\nmost nearly achieves the intent and economic effect of the unenforceable
\nprovision. Notwithstanding the foregoing, if a court of competent jurisdiction
\ndetermines that any restriction on any license granted herein is invalid or
\nunenforceable, then the license grants to which such restriction relates shall
\nterminate automatically.<\/p>\n<\/p>\n

10.9 Entire Agreement<\/u><\/p>\n<\/p>\n

This Agreement (including the Schedules and Exhibits hereto) sets forth the
\nentire understanding of the Parties hereto relating to the subject matter hereof
\nand supersedes all prior agreements and understandings between the Parties
\nhereto relating to the subject matter hereof, and is not intended to confer upon
\nany other Person any rights or remedies hereunder.<\/p>\n<\/p>\n

10.10 Counterparts<\/u><\/p>\n<\/p>\n

This Agreement may be executed in one or more counterparts, all of which
\nshall be considered one and the same agreement and shall become effective when
\none or more counterparts have been signed by each of the Parties and delivered
\nto the other Party, it being understood that all Parties need not sign the same
\ncounterpart. Until and unless each Party has received a counterpart hereof
\nsigned by the other Party hereto, this Agreement shall have no effect and no
\nParty shall have any right or obligation hereunder (whether by virtue of any
\nother oral or written agreement or other communication). Any signature page
\ndelivered electronically or by facsimile (including transmission by Portable
\nDocument Format or other fixed image form) shall be binding to the same extent
\nas an original signature page.<\/p>\n<\/p>\n

[SIGNATURE PAGES FOLLOW]<\/p>\n

\n<\/p>\n<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, Purchaser, by its duly authorized representative, and
\nSeller have executed this Agreement as of the date first written above.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

PURCHASER:<\/strong><\/p>\n<\/p>\n

SDC SOFTWARE, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

By:<\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Title:<\/p>\n<\/p>\n<\/p>\n<\/p>\n

SELLER:<\/strong><\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Nicholas Skrepetos<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]<\/strong>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

SPOUSAL CONSENT<\/u><\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n

I, Kellie Skrepetos, spouse of Nicholas Skrepetos, have read and approve of
\nthe foregoing Asset Purchase Agreement, dated as of June 15, 2011, together with
\nall exhibits, schedules and attachments thereto (collectively, the
\n“Agreement<\/strong>“), by and between my spouse and SDC Software, Inc.,
\na Delaware corporation (“Purchaser<\/strong>“). In consideration of the
\nrights and benefits accruing to Nicholas Skrepetos pursuant to the Agreement, I
\nhereby appoint Nicholas Skrepetos as my attorney-in-fact in respect to the
\nexercise or waiver of any rights under the Agreement, and agree to be bound by
\nthe provisions of the Agreement insofar as I may have any rights in said
\nAgreement, the Business (as defined in the Agreement) or any of the Transferred
\nAssets (as defined in the Agreement) under any community property or similar
\nlaws relating to marital property.<\/p>\n<\/p>\n

Dated: June 15, 2011.<\/p>\n<\/p>\n

“Spouse of Seller”<\/strong><\/p>\n<\/p>\n<\/p>\n<\/p>\n

Kellie Skrepetos<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n
\n<\/p>\n

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